20130311Application.pdf

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2U13 MAR -8 PM !: 17
akILA !LIhrR, r
UTILITtES COMMfS.iOj.
Patrick A. Harrington
Corporate Secretary
Ms. Jean D. Jewell March 8, 2013
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
Re: In the Matter of the Application of Idaho Power Company for an
Order Authorizing the Issuance and Sale of up to $500,000,000 of
Applicant's First Mortgage Bonds and Debt Securities
Case No. IPC-E-13
Dear Ms. Jewell:
Enclosed herewith for filing with the Commission are an original and four (4) copies of
the above-referenced Application, including a Proposed Order for the Commission's
consideration. An electronic copy of the proposed order will also be e-mailed to you. Idaho
Power will also be submitting its $1,000 securities application fee to the Commission promptly
in this case. Please send ten (10) certified copies of the Order issued in this matter to the
undersigned.
If you have any questions regarding this application, please contact me at 388-2878.
Sincerely,
Patrick A. Harringtorifj
c: Tern Carlock
P.O. Box 70 Boise, ID 83 70 7
Telephone [phone], Fax [phone]
RE CE I V El)
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSIQ. .q pj 4:17 MAR
IN ::tj
UTILIT:i S OOMMtSSiO
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR AN )
ORDER AUTHORIZING THE ISSUANCE AND )
SALE OF UP TO $500,000,000 OF APPLICANT'S)
FIRST MORTGAGE BONDS AND DEBT )
SECURITIES )
CASE NO. ]PC-E- 13 -
APPLICATION
Idaho Power Company (the "Applicant") hereby applies for an Order from the
Idaho Public Utilities Commission (the "Commission") under Title 61, Idaho Code, Chapters 1
and 9, and Chapters 141 through 150 of the Commission's Rules of Practice and Procedure, for
authority to issue and sell from time to time (a) up to $500,000,000 aggregate principal amount
of one or more series of Applicant's first mortgage bonds, which may be designated as secured
medium-term notes (the "Bonds") and (b) up to $500,000,000 aggregate principal amount of one
or more series of unsecured debt securities of the Applicant (the "Debt Securities"); provided,
that the total principal amount of the Bonds and Debt Securities to be issued and sold hereunder
shall not exceed $500,000,000. The Bonds and Debt Securities will be issued publicly pursuant
to a shelf registration with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Act"), or privately pursuant to an exemption from
registration under the Act, as set forth herein. Applicant requests authority to issue the Bonds
and Debt Securities over a period of two years from the date of the Commission's order
approving this transaction.
(a) The ApTilicant
The Applicant is an electric public utility, incorporated under the laws of the state
of Idaho, engaged principally in the generation, purchase, transmission, distribution and sale of
{001 00874.RTF; 1 }APPLICATION - 1
electric energy in an approximately 24,000 square-mile area in southern Idaho and eastern
Oregon. The principal executive offices of the Applicant are located at 1221 W. Idaho Street,
P.O. Box 70, Boise, Idaho 83707-0070; its telephone number is [phone].
(b) Description of Securities
The Applicant will register the Bonds and Debt Securities with the SEC pursuant
to Rule 415 of the Act (the "Shelf Registration"). The Shelf Registration will allow the
Applicant to issue and sell one or more series of the Bonds and Debt Securities on a continuous
or delayed basis if authorized by the Commission and the other state regulatory commissions
having jurisdiction over the Applicant's securities. This will enable the Applicant to take
advantage of attractive market conditions efficiently and rapidly. Under the Shelf Registration,
the Applicant will be able to issue the Bonds and Debt Securities at different times without the
necessity of filing a new registration statement.
The Shelf Registration filing may take the form of (a) a new registration statement filed
by the Applicant with the SEC, (b) a new registration statement filed jointly by the Applicant and
IDACORP, Inc., the parent company of the Applicant, with the SEC or (c) an amendment to the
existing registration statement of IDACORP, Inc. on file with the SEC. The Applicant will
determine which approach to use for the filing of the Shelf Registration based upon minimizing
the cost to Idaho Power of establishing and maintaining the Shelf Registration and the issuances
of securities under the Shelf Registration, and maximizing Idaho Power's flexibility for issuing
the Bonds and Debt Securities under the Shelf Registration. A copy of the Shelf Registration
will be filed with the Commission as Attachment Ito this Application.
100100874.RTF; 1 }APPLICATION - 2
The Applicant proposes to issue and sell, from time to time, up to $500,000,000
aggregate principal amount of one or more series of the Bonds pursuant to the Indenture of
Mortgage and Deed of Trust, dated as of October 1, 1937 between the Applicant and Deutsche
Bank Trust Company Americas (formerly Bankers Trust Company) and Stanley Burg, as trustees
(or any successor trustees), as supplemented and amended, and as to be further supplemented by
one or more supplemental indentures relating to the Bonds (the "Mortgage"). The Applicant
may enter into interest rate hedging arrangements with respect to the Bonds, including treasury
interest rate locks, treasury interest rate caps, treasury interest rate collars, treasury options,
forward starting interest rate swaps, and/or swaptions. The Bonds will be secured equally with
the other first mortgage bonds of the Applicant.
After the terms and conditions of the issuance and sale of the Bonds have been
determined, Applicant will file a Prospectus Supplement(s) with the SEC if the Bonds are sold
publicly, setting forth the series designation, aggregate principal amount of the issue, purchase
price or prices, issuance date or dates, maturity or maturities, interest rate or rates (which may be
fixed or variable) and/or the method of determination of such rate or rates, time of payment of
interest, whether all or a portion of the Bonds will be discounted, whether all or a portion of the
Bonds will be issued in global form, whether interest rate hedging arrangements will apply to the
Bonds, repayment terms, redemption terms, if any, and any other special terms of the Bonds,
which terms may be different for each issuance of the Bonds. The Applicant will also file a copy
of the Prospectus Supplement with the Commission.
The Bonds may be designated as secured medium-term notes. The medium-term
notes could have maturities from nine months to thirty years. Prior to issuing medium-term
1001 00874.RTF; 1 }APPLICATION - 3
notes publicly, the Applicant will file a prospectus supplement with the SEC setting forth the
general terms and conditions of the medium-term notes to be issued. Upon each issuance of the
medium-term notes pursuant to the Prospectus Supplement, the Applicant will file a Pricing
Supplement with the SEC providing a specific description of the terms and conditions of each
issuance of the medium-term notes, as described above. Applicant will also file a copy of the
Prospectus Supplement and Pricing Supplements with the Commission.
Applicant's outstanding First Mortgage Bonds are currently rated A2 by Moody's
Investors Service and A- by Standard & Poor's Ratings Services. If the Bonds are sold publicly,
Applicant cannot predict whether they will be similarly rated. If the Bonds are sold privately, it
is unlikely that the Bonds will be rated.
DEBT SECURITIES
The Applicant proposes to issue and sell, from time to time, up to $500,000,000 in
aggregate principal amount of one or more series of Debt Securities. The Debt Securities will be
unsecured obligations of the Applicant and will be issued under an existing or new unsecured
debt indenture of the Applicant. A form of any new indenture will be included as an exhibit to a
new or existing registration statement filed by IDACORP, Inc. and/or Applicant under the Act,
or by supplement to such registration statement, and will be filed with the Commission as stated
above. The Applicant will supplement the indenture in the future to further specify the terms and
conditions of each series of Debt Securities. Such amendments will be filed with the SEC and
will also be filed with the Commission. The Applicant may enter into interest rate hedging
arrangements with respect to the Debt Securities, including treasury interest rate locks, treasury
interest rate caps, treasury interest rate collars, treasury options, forward starting interest rate
swaps, and/or swaptions.
{001 00874.RTF; 1 }APPLICATION -4
After the terms and conditions of the issuance and sale of the Debt Securities have
been determined, the Applicant will file a Prospectus Supplement(s) with the SEC if the Debt
Securities are sold publicly, setting forth the series designation, aggregate principal amount of
the issue, purchase price or prices, issuance date or dates, maturity or maturities, interest rate or
rates (which may be fixed or variable) and/or the method of determination of such rate or rates,
time of payment of interest, whether all or a portion of the Debt Securities will be discounted,
whether all or a portion of the Debt Securities will be issued in global form, whether the interest
rate hedging arrangements will apply to the Debt Securities, repayment terms, redemption terms,
if any, and any other special terms of the Debt Securities, which terms may be different for each
issuance of the Debt Securities. Applicant will also file a copy of the Prospectus Supplement
with the Commission.
Applicant's outstanding unsecured senior debt is currently rated Baa 1 by Moody's
investors Service and BBB by Standard & Poor's Ratings Services. If the Debt Securities are
sold publicly, Applicant cannot predict whether they will be similarly rated. If the Debt
Securities are sold privately, it is unlikely that the Debt Securities will be rated.
(c) Method of Issuance
The Bonds and Debt Securities may be sold by public sale or private placement,
directly by the Applicant or through agents designated from time to time or through underwriters
or dealers. If any agents of the Applicant or any underwriters are involved in the sale of the
Bonds or Debt Securities, the names of such agents or underwriters, the initial price to the public,
any applicable commissions or discounts and the net proceeds to the Applicant will be filed with
the Commission. If the Bonds are designated as medium-term notes and sold to an agent or
agents as principal, the name of the agents, the price paid by the agents, any applicable
{00100874.RTF; 1 }APPLICATION - 5
commission or discount paid by the Applicant to the agents and the net proceeds to the Applicant
will be filed with the Commission.
Agents and underwriters may be entitled under agreements entered into with the
Applicant to indemnification by the Applicant against certain civil liabilities, including liabilities
under the Act.
(d)Purpose of Issuance
The net proceeds to be received by the Applicant from the sale of the Bonds
and/or Debt Securities will be used for the acquisition of property; the construction, completion,
extension or improvement of its facilities; the improvement or maintenance of its service; the
discharge or lawful refunding of its obligations; and for general corporate purposes. To the
extent that the proceeds from the sale of the Bonds and Debt Securities are not immediately so
used, they will be temporarily invested in short-term discounted or interest-bearing obligations.
(e)Propriety of Issue
Applicant believes and alleges the facts set forth herein disclose that the proposed
issuance and sale of Bonds and Debt Securities are for a lawful object within the corporate
purposes of Applicant and compatible with the public interest, are necessary or appropriate for,
or consistent with, the proper performance by Applicant of service as a public utility and will not
impair its ability to perform that service, and are reasonably necessary or appropriate for such
purposes.
(f)Financial Statements: Resolutions
Applicant has filed herewith as Attachment II its financial statements dated as of
December 31, 2012 consisting of its (a) Actual and Pro Forma Balance Sheet and Notes to
{001 00874.RTF; 1 }APPLICATION -6
Financial Statements, (b) Statement of Capital Stock and Funded Debt, (c) Commitments and
Contingent Liabilities, (d) Statement of Retained Earnings and (e) Statement of Income.
A certified copy of the resolutions of Applicant's Directors authorizing the
transaction with respect to this Application is filed as Attachment III.
(g)Proposed Order
Applicant has filed as Attachment IV a Proposed Order for adoption by the
Commission if this Application is granted.
(h)Notice of Application
Notice of this Application will be published in those newspapers in the
Applicant's service territory listed in Section 24.19 of the Commission's Rules within seven (7)
days after the date hereof.
PRAYER
WHEREFORE, Applicant respectfully requests that the Idaho Public Utilities
Commission issue its Order herein authorizing Applicant to issue and sell for the purposes herein
set forth up to $500,000,000 aggregate principal amount of one or more series of its Bonds and
up to $500,000,000 aggregate principal amount of its Debt Securities; provided, that the total
principal amount of the Bonds and Debt Securities to be issued and sold shall not exceed
$500,000,000.
DATED at Boise, Idaho this day of March, 2013.
IDAHO POWER COMPANY
By:
6jWe'n R. Keen
Sr. Vice President-Finance
and Treasurer
{00100874.RTF; 1 }APPLICATION -7
(CORPORATE SEAL)
ATTEST:
Patrick A. Harrington
Secretary
Idaho Power Company
1221 W. Idaho Street
P.O. Box 70
Boise, Idaho 83707-0070
{00100874.RTF; 1 }APPLICATION -8
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR AN )
ORDER AUTHORIZING THE ISSUANCE AND ) CASE NO. IPC-E-13-
SALE OF UP TO $500,000,000 OF APPLICANT'S)
FIRST MORTGAGE BONDS AND DEBT ) PROPOSED ORDER
SECURITIES )
This matter is before the Commission upon the Application of Idaho Power Company
("Applicant") filed March 2013, for authority to issue and sell from time to time (a) up to
$500,000,000 aggregate principal amount of one or more series of Applicant's first mortgage
bonds, which may be designated as secured medium-term notes ("Bonds") and (b) up to
$500,000,000 aggregate principal amount of one or more series of unsecured debt securities of
the Applicant ("Debt Securities"); provided however, that the total principal amount of the
Bonds and Debt Securities to be issued and sold shall not exceed $500,000,000. The
Commission, having fully considered the Application and attached exhibits, its files and records
relating to the Application and the applicable laws and rules, now makes the following:
FINDINGS OF FACT
I.
The Commission has jurisdiction pursuant to Title 61, Idaho Code, Chapters one
and nine.
II.
The Applicant is incorporated under the laws of the State of Idaho and is qualified
to do business in the states of Oregon, Nevada, Montana and Wyoming in connection with its
utility business, with its principal office in Boise, Idaho.
{00100875.RTF; 1}
PROPOSED ORDER -1
III.
The Applicant seeks authority to issue and sell, from time to time, (a) up to
$500,000,000 aggregate principal amount of one or more series of the Bonds under its Indenture
of Mortgage and Deed of Trust, dated as of October 1, 1937 as supplemented and amended, and
as to be further supplemented and amended ("Mortgage"), and (b) up to $500,000,000 aggregate
principal amount of one or more series of Debt Securities under an unsecured debt indenture of
Applicant; provided, that the total principal amount of the Bonds and Debt Securities to be issued
and sold shall not exceed $500,000,000.
Iv.
The Applicant has filed a registration statement for the Bonds and Debt Securities
with the Securities and Exchange Commission ("SEC") pursuant to the shelf registration
provisions of Rule 415 of the Securities Act of 1933, as amended. This will enable the Applicant
to take advantage of attractive market conditions efficiently and rapidly. Under the shelf
registration, the Applicant will be able to issue the Bonds and/or Debt Securities at different
times without the necessity of filing a new registration statement. The Applicant requests
authority to issue the Bonds and/or Debt Securities over a period of two years from the date of
this Order.
V.
The Bonds will be issued pursuant to one or more supplemental indentures to the
Mortgage and will be secured equally with the other first mortgage bonds of the Applicant. The
Applicant may enter into interest rate hedging arrangements with respect to the Bonds, including
treasury interest rate locks, treasury interest rate caps, treasury interest rate collars, treasury
options, forward starting interest rate swaps, and/or swaptions. The Applicant states that price or
{00100875.RTF; 1}
PROPOSED ORDER -2
prices, issuance date or dates, maturity or maturities, interest rate or rates (which may be fixed or
variable) and/or the method of determination of such rate or rates, time of payment of interest,
whether all or a portion of the Bonds will be discounted, whether all or a portion of the Bonds
will be issued in global form, whether interest rate hedging arrangements will apply to the
Bonds, repayment terms, redemption terms, if any, and any other special terms of the Bonds
have not yet been determined and may be different for each issuance of the Bonds.
VI.
The Bonds may be designated as secured medium-term notes. The medium-term
notes could have maturities from nine months to thirty years. Before issuing medium-term notes
publicly, the Applicant will file a Prospectus Supplement with the SEC setting forth the general
terms and conditions of the medium-term notes to be issued. Upon each issuance of the
medium-term notes pursuant to the Prospectus Supplement, the Applicant will file a Pricing
Supplement with the SEC providing a specific description of the terms and conditions of each
issuance of the medium-term notes, as described in paragraph V above. The Applicant will also
file a copy of the Prospectus Supplement and Pricing Supplements with the Commission.
VII.
The Debt Securities will be unsecured obligations of the Applicant and will be
issued under an existing or new unsecured debt indenture of the Applicant. The Applicant may
enter into interest rate hedging arrangements with respect to the Debt Securities, including
treasury interest rate locks, treasury interest rate caps, treasury interest rate collars treasury
options, forward starting interest rate swaps, and/or swaptions. The Applicant states that price or
prices, issuance date or dates, maturity or maturities, interest rate or rates (which may be fixed or
variable) and/or the method of determination of such rate or rates, time of payment of interest,
100100875.RTF; l}
PROPOSED ORDER -3
whether all or a portion of the Debt Securities will be discounted, whether all or a portion of the
Debt Securities will be issued in global form, whether interest rate hedging arrangements will
apply to the Debt Securities, repayment terms, redemption terms, if any, and any other special
terms of the Debt Securities have not yet been determined and may be different for each issuance
of the Debt Securities.
VIII.
Applicant states that the Bonds and/or Debt Securities may be sold by public sale
or private placement, directly by the Applicant or through agents designated from time to time or
through underwriters or dealers. If any agents of the Applicant or any underwriters are involved
in the sale of the Bonds and/or Debt Securities, the names of such agents or underwriters, the
initial price to the public (if applicable), any applicable commissions or discounts, and the net
proceeds to the Applicant will be filed by the Applicant with the Commission. If the Bonds are
designated as medium-term notes and sold to an agent or agents as principal, the names of the
agents, the price paid by the agents, any applicable commission or discount paid by the
Applicant to the agents and the net proceeds to the Applicant will be filed with the Commission.
Ix.
The net proceeds to be received by the Applicant from the sale of the Bonds
and/or Debt Securities will be used for the acquisition of property; the construction, completion,
extension or improvement of its facilities; the improvement or maintenance of its service; the
discharge or lawful refunding of its obligations; and for general corporate purposes. To the
extent that the proceeds from the sale of the Bonds or Debt Securities are not immediately so
used, they will be temporarily invested in short-term discounted or interest-bearing obligations.
{00100875.RTF; l}
PROPOSED ORDER -4
CONCLUSIONS OF LAW
I.
Applicant is incorporated under the State of Idaho and is duly authorized to do
business in the states of Oregon, Nevada, Montana and Wyoming in connection with its utility
operations.
II.
The Commission has jurisdiction over this Application.
III.
The Commission does not have before it for determination and, therefore, does
not determine the effect of the Bonds and/or Debt Securities on rates to be charged by Applicant
for electric service to consumers in the State of Idaho.
IV.
The proposed issuance and sale of the Bonds and/or Debt Securities are for a
lawful purpose and are within Applicant's corporate powers. The proposed transaction is in the
public interest, and a formal hearing on this matter would serve no public purpose.
V.
All fees have been paid by Applicant in accordance with Idaho Code 61-905.
ORDER
IT IS THEREFORE ORDERED that the Application of Idaho Power Company to
issue and sell from time to time (a) up to $500,000,000 aggregate principal amount of one or
more series of the Bonds and (b) up to $500,000,000 aggregate principal amount of one or more
series of the Debt Securities in the ways and for the purposes set forth in its Application be, and
100100875.RTF; 1}
PROPOSED ORDER -5
the same is hereby granted; provided, that the total principal amount of the Bonds and Debt
Securities to be issued and sold shall not exceed $500,000,000. This authorization shall be for
two years from the date of this order. Applicant may request an extension of this authorization
by letter filed with the Commission prior to the expiration of such two-year period.
IT IS FURTHER ORDERED that Applicant notify the Commission by letter
within seven (7) days (or as soon as possible, if the required information is not available within
seven (7) days) before the issuance of the Bonds and/or Debt Securities of the likely range of
interest rates and other terms for the securities, unless, in the case of Bonds, the Bonds are issued
as medium-term notes.
IT IS FURTHER ORDERED that Applicant file, as promptly as possible after the
issuance of each series of Bonds, a copy of the Prospectus Supplement showing the terms of the
sale, and the names of the purchasers or underwriters or agents with the Commission. If the
Applicant issues Bonds designated as medium-term notes, the Applicant's reporting requirements
shall consist of filing with the Commission a copy of the Prospectus Supplement for the
medium-term notes as filed with the SEC. The Applicant shall also file with the Commission a
copy of the Pricing Supplements filed with the SEC, setting forth the specific terms and
conditions for each issuance of the medium-term notes.
IT IS FURTHER ORDERED that Applicant file, as promptly as possible after the
issuance of each series of Debt Securities, a copy of the Prospectus Supplement showing the
terms of the sale, and the names of the purchasers or underwriters or agents with the
Commission.
100100875.RTF; l}
PROPOSED ORDER -6
IT IS FURTHER ORDERED that nothing in this order shall be construed to
obligate the state of Idaho to pay or guarantee in any manner whatsoever any security authorized,
issued, assumed, repurchased, defeased or guaranteed under the provisions of this order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
regulatory authority of this Commission with respect to rates, services, accounts, evaluation,
estimates or determination of costs, or any other matter which may come before this Commission
pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that the issuance of this order does not constitute
acceptance of Idaho Power Company's exhibits or other material accompanying this Application
for any purpose other than the issuance of this order.
DONE BY ORDER of the Idaho Public Utilities Commission at Boise, Idaho this
day of
PAUL KJELLANDER, PRESIDENT
MARSHA H. SMITH, COMMISSIONER
MACK A. REDFORD, COMMISSIONER
ATTEST:
JEAN D. JEWELL
Commission Secretary
{00100875.RTF; l}
PROPOSED ORDER -7
ATTACHMENT 11(a)
IDAHO POWER COMPANY
BALANCE SHEET
AS OF DECEMBER 31, 2012
ASSETS
After
Actual Adjustments Adjustments
Electric Plant:
In service (at original cost)................................................................
Accumulated provision for depreciation ......................................
Inservice - Net............................................................................
Construction work in progress ..........................................................
Heldfor future use ............................................................................
Electricplant - Net .......................................................................
Investments and Other Property:
Nonutilityproperty.............................................................................
Investment in subsidiary companies ................................................
Other.................................................................................................
$ 4,915,771,669 $ 4,915,771,669
(1,703,158,911) (1,703,158,911)
3,212,612,758 3,212,612,758
298,470,440 298,470,440
7,101,304 7,101,304
3,518,184,502 3,518,184,502

1,462,166 1,462,166

93,649,500 93,649,500

33,033,619 33,033,619
Total investments and other property ...............................................128,145,285 128,145,285
Current Assets:
Cash and cash equivalents ..............................................................
Receivables:
Customer.....................................................................................
Other............................................................................................
Accrued unbilled revenues ...............................................................
Materials and supplies (at average cost)..........................................
Fuel stock (at average cost).............................................................
Prepayments ....................................................................................
Taxesreceivable..............................................................................
Deferred income taxes .....................................................................
Regulatoryassets ............................................................................
Other.................................................................................................
17,251,243 $ 500,000,000 517,251,243
66,110,553 66,110,553
20,618,028 20,618,028
2,559,830 2,559,830
51,448,038 51,448,038
51,037,172 51,037,172
42,388,239 42,388,239
12,688,220 12,688,220
48,774,460 48,774,460
30,077,667 30,077,667
4,949,298 4,949,298
Total current assets .....................................................................347,902,748 500,000,000 847,902,748
Deferred Debits:
American Falls and Milner water rights ............................................
Company owned life insurance ........................................................
Regulatory assets .............................................................................
Other.................................................................................................
17,909,121 17,909,121
22,646,079 22,646,079
1,132,959,702 1,132,959,702
47,963,854 47,963,854
Total deferred debits .........................................................................1,221,478,756 1,221,478,756
Total..................................................................................................$ 5,215,711,291 $ 500,000,000 $ 5,715,711,291
The accompanying Notes to Financial Statements are an integral part of this statement
v:mitch m\debt issuanceaovember 2007\balance sheet - september.xs
IDAHO POWER COMPANY
BALANCE SHEET
AS OF DECEMBER 31, 2012
CAPITALIZATION AND LIABILITIES
Common Shares Common Shares
Authorized Outstanding
Equity Capital: 50,000,000 39,150,812
Commonstock..................................................................................
Premium on capital stock .................................................................
Capital stock expense ......................................................................
Retainedearnings............................................................................
Accummulated other comprehensive income ...................................
After
Actual Adjustments Adjustments
$ 97,877,030 $ 97,877,030
712,257,435 712,257,435
(2,096,924) (2,096,924)
834,731,757 834,731,757
(17,115,669) (17,115,669)
Total equity capital ....................................................................... 1,625,653,629 1625,653,629
Long-Term Debt:
Firstmortgage bonds .......................................................................
Pollution control revenue bonds ......................................................
American Falls bond and Milner note guarantees ...........................
Unamortized discount on long-term debt (Or)..................................
1,273,936,363 $ 500,000,000 1,773,936,363
170,460,000 170,460,000
25,203,182 25,203,182
(2,967,860) (2,967,860)
Total long-term debt ....................................................................1,466,631,685 500,000,000 1,966,631,685
Current Liabilities:
Long-term debt due within one year .................................................
Accounts payable ............................................................................
Notes and accounts payable to related parties ................................
Interest accrued ................................................................................
Accrued compensation .....................................................................
Current regulatory liabilities ..............................................................
Other.................................................................................................
71,063,637 71,063,637
89,650,962 89,650,962
252,507 252,507
22,310,601 22,310,601
42,281,799 42,281,799
30,276,595 30,276,595
23,813,546 23,813,546
Total current liabilities ..................................................................279,649,647 279,649,647
Deferred Credits:
Regulatory liabilities associated with accumulated deferred
investment tax credits .................................................................
Deferred income taxes .....................................................................
Regulatory liabilities ..........................................................................
Pension and other postretirement benefits .......................................
Other.................................................................................................
79,896,604 79,896,604
1,001,877,358 1,001,877,358
275,465,546 275,465,546
423,408,767 423,408,767
63,128,055 63,128,055
Total deferred credits ...................................................................1,843,776,330 1,843,776,330
Total .............................................................................................$ 5,215,711,291 $ 500,000,000 $ 5,715,711,291
The accompanying Notes to Financial Statements are an integral part of this statement
v:\mitch mdebt issuance\november 2007\balance sheet - september.xls
Entry No. I
Cash . $ 500,000,000
First mortgage bonds.........................................................................................$ 500,000,000
To record the proposed issuance of first mortgage bonds and receipt of cash
Other
g:\fr\financing\opuc securities application\adjusting entnes.xls
IDAHO POWER COMPANY
CONDENSED NOTES TO FINANCIAL STATEMENTS
As of December 31, 2012
1.MANAGEMENT ESTIMATES
Management makes estimates and assumptions when preparing financial statements in conformity with
generally accepted accounting principles (GAAP). These estimates and assumptions include those related to
rate regulation, retirement benefits, contingencies, litigation, asset impairment, income taxes, unbilled
revenues, and bad debt. These estimates and assumptions affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period. These estimates involve judgments
with respect to, among other things, future economic factors that are difficult to predict and are beyond
management's control. As a result, actual results could differ from those estimates.
2.REGULATION OF UTILITY OPERATIONS
Idaho Power's financial statements reflect the effects of the different ratemaking principles followed by the
jurisdictions regulating Idaho Power. The application of accounting principles related to regulated operations
sometimes results in Idaho Power recording expenses and revenues in a different period than when an
unregulated enterprise would. In these instances, the amounts are deferred as regulatory assets or
regulatory liabilities on the balance sheet and recorded on the income statement when recovered or returned
in rates. Additionally, regulators can impose regulatory liabilities upon a regulated company for amounts
previously collected from customers and for amounts that are expected to be refunded to customers. The
effects of applying these regulatory accounting principles to Idaho Power's operations are discussed in more
detail in Note 13.
3.CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and highly-liquid temporary investments that mature within
90 days of the date of acquisition.
4.RECEIVABLES AND ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
Customer receivables are recorded at the invoiced amounts and do not bear interest. A late payment fee of
one percent may be assessed on account balances after 30 days. An allowance is recorded for potential
uncollectible accounts. The allowance is reviewed periodically and adjusted based upon a combination of
historical write-off experience, aging of accounts receivable, and an analysis of specific customer accounts.
Adjustments are charged to income. Customer accounts receivable balances that remain outstanding after
reasonable collection efforts are written off through a charge to the allowance and a credit to accounts
receivable.
Other receivables, primarily notes receivable from business transactions, are also reviewed for impairment
periodically, based upon transaction-specific facts. When it is probable that Idaho Power will be unable to
collect all amounts due according to the contractual terms of the agreement, an allowance is established for
the estimated uncollectible portion of the receivable and charged to income.
There were no impaired receivables without related allowances at December 31, 2012 and 2011. Once a
receivable is determined to be impaired, any further interest income recognized is fully reserved.
5.DERIVATIVE FINANCIAL INSTRUMENTS
Financial instruments such as commodity futures, forwards, options, and swaps are used to manage
exposure to commodity price risk in the electricity and natural gas markets. All derivative instruments are
recognized as either assets or liabilities at fair value on the balance sheet unless they are designated as
normal purchases and normal sales. Idaho Power's physical forward contracts are designated as normal
purchases and normal sales with the exception of forward contracts for the purchase of natural gas for use at
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued)
Idaho Power's natural gas generation facilities. The objective of Idaho Power's risk management program is
to mitigate the price risk associated with the purchase and sale of electricity and natural gas. Because of
Idaho Power's regulatory accounting mechanisms, Idaho Power records the changes in fair value of
derivative instruments related to power supply as regulatory assets or liabilities.
6.REVENUES
Operating revenues related to Idaho Power's sale of energy are recorded when service is rendered or energy
is delivered to customers. Idaho Power accrues estimated unbilled revenues for electric services delivered to
customers but not yet billed at year-end. Idaho Power collects franchise fees and similar taxes related to
energy consumption. None of these collections are reported on the income statement. Beginning in
February 2009, Idaho Power is collecting in base rates a portion of the allowance for funds used during
construction (AFUDC) related to its Hells Canyon Complex relicensing project. Cash collected under this
ratemaking mechanism is not recorded as revenue but is instead recorded as a regulatory liability.
7.PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION
The cost of utility plant in service represents the original cost of contracted services, direct labor and material,
AFUDC, and indirect charges for engineering, supervision, and similar overhead items. Repair and
maintenance costs associated with planned major maintenance are expensed as the costs are incurred, as
are maintenance and repairs of property and replacements and renewals of items determined to be less than
units of property. For utility property replaced or renewed, the original cost plus removal cost less salvage is
charged to accumulated provision for depreciation, while the cost of related replacements and renewals is
added to property, plant and equipment.
All utility plant in service is depreciated using the straight-line method at rates approved by regulatory
authorities. Annual depreciation provisions as a percent of average depreciable utility plant in service
approximated 2.75 percent in 2012, 2.83 percent in 2011, and 2.84 percent in 2010.
Long-lived assets are periodically reviewed for impairment when events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If the sum of the undiscounted expected future
cash flows from an asset is less than the carrying value of the asset, impairment must be recognized in the
financial statements. There were no material impairments of these assets in 2012, 2011, or 2010.
8.ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION
AFUDC represents the cost of financing construction projects with borrowed funds and equity funds. With
one exception, as discussed above for the Hells Canyon Complex relicensing project, cash is not realized
currently from such allowance; it is realized under the ratemaking process over the service life of the related
property through increased revenues resulting from a higher rate base and higher depreciation expense. The
component of AFUDC attributable to borrowed funds is included as a reduction to total interest expense.
Idaho Power's weighted-average monthly AFUDC rates for 2012, 2011, and 2010 were 7.7 percent, 7.8
percent, and 8.0 percent, respectively.
9.INCOME TAXES
Idaho Power accounts for income taxes under the asset and liability method, which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of events that have been included
in the financial statements. Under this method (commonly referred to as normalized accounting), deferred tax
assets and liabilities are determined based on the differences between the financial statements and tax basis
of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to
reverse. In general, deferred income tax expense or benefit for a reporting period is recognized as the change
in deferred tax assets and liabilities at the beginning and end of the period. The effect of a change in tax rates
on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date
unless Idaho Power's primary regulator, the Idaho Public Utilities Commission (IPUC), orders direct deferral of
the effect of the change in tax rates over a longer period of time.
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued
Consistent with orders and directives of the IPUC, unless contrary to applicable income tax guidance, Idaho
Power does not provide deferred income taxes for certain income tax temporary differences and instead
recognizes the tax impact currently (commonly referred to as flow-through accounting) for rate making and
financial reporting. Therefore, Idaho Power's effective income tax rate is impacted as these differences arise
and reverse. Regulated enterprises are required to recognize such adjustments as regulatory assets or
liabilities if it is probable that such amounts will be recovered from or returned to customers in future rates.
In compliance with the federal income tax requirements for the use of accelerated tax depreciation, Idaho
Power provides deferred income taxes related to its plant assets for the difference between income tax
depreciation and book depreciation used for financial statement purposes. Deferred income taxes are
provided for other temporary differences unless accounted for using flow-through.
The state of Idaho allows a three percent investment tax credit on qualifying plant additions. Investment tax
credits earned on regulated assets are deferred and amortized to income over the estimated service lives of
the related properties. Credits earned on non-regulated assets or investments are recognized in the year
earned.
10. COMPREHENSIVE INCOME
Comprehensive income includes net income, unrealized holding gains and losses on available-for-sale
marketable securities, and amounts related to a deferred compensation plan for certain senior management
employees and directors called the Senior Management Security Plan. The following table presents Idaho
Power's accumulated other comprehensive loss balance at December 31 (net of tax):
Unrealized holding gains on available-for-sale securities $ 4,136
Senior Management Security Plan (21,252)
Total $ (17,116)
11.OTHER ACCOUNTING POLICIES
Debt discount, expense and premium are deferred and being amortized over the terms of the respective debt
issues.
12.FINANCING
Credit Facilities
Idaho Power has a $300 million credit facility which may be used for general corporate purposes and
commercial paper backup. Idaho Power's credit facility consists of a revolving line of credit, through the
issuance of loans and standby letters of credit, not to exceed the aggregate principal amount at any one time
outstanding of $300 million, including swingline loans in an aggregate principal amount at any time
outstanding not to exceed $30 million. Idaho Power has the right to request an increase in the aggregate
principal amount of the facility to $450 million subject to certain conditions.
The interest rates for any borrowings under the facility is based on either (1) a floating rate that is equal to the
highest of the prime rate, federal funds rate plus 0.5 percent, or LIBOR rate plus 1.0 percent, or (2) the
LIBOR rate, plus, an applicable margin. The margin is based on Idaho Power's senior unsecured long-term
indebtedness credit rating by Moody's Investors Service, Inc., Standard and Poor's Ratings Services, and
Fitch Rating Services, Inc., as set forth on a schedule to the credit agreements. Idaho Power pays a facility
fee on the commitment based on the company's credit rating for senior unsecured long-term debt securities.
While the credit facilities provide for an original maturity date of October 26, 2016, the credit agreements
grant Idaho Power the right to request up to two one-year extensions, subject to certain conditions. On
October 12, 2012, Idaho Power executed First Extension Agreement with each of the lenders, extending the
maturity dates under both agreements to October 26, 2017.
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued)
At December 31, 2012, no amounts were outstanding under Idaho Power's facility. At December 31, 2012,
Idaho Power had regulatory authority to incur up to $450 million principal amount of short-term indebtedness
at any one time outstanding. Balances (in thousands of dollars) and interest rates of Idaho Power's short-
term borrowings were as follows at December 31:
2012
Commercial paper balances:
At the end of year $ -
Average during the year $ 3,578
Weighted-average interest rate
At the end of the year -%
Long-Term Financing:
In May 2010, Idaho Power registered with the SEC the issuance of up to $500 million of first mortgage bonds
and debt securities. On June 17, 2010, Idaho Power entered into a selling agency agreement with ten banks
named in the agreement in connection with the potential issuance and sale from time to time of up to $500
million aggregate principal amount of first mortgage bonds. In August 2010, Idaho Power issued $100
million of 3.40% first mortgage bonds, medium-term notes, Series I maturing in August 2020, and $100
million of 4.85% first mortgage bonds, medium-term notes, Series I maturing in August 2040. On April 13,
2012, Idaho Power issued $75 million of 2.95% first mortgage bonds, medium-term notes, Series I, maturing
on April 1, 2022, and $75 million of 4.30% first mortgage bonds, medium-term notes, Series I, maturing on
April 1, 2042. The first mortgage bonds were issued under Idaho Power's shelf registration statement. As a
result of these issuances, as of December 31, 2012, $150 million remained on Idaho Power's shelf
registration for the issuance of first mortgage bonds and debt securities.
In May 2012, Idaho Power used a portion of the net proceeds of the April 2012 sale of first mortgage bonds,
medium-term notes to effect the early redemption in full of its $100 million of 4.75% first mortgage bonds,
medium-term notes due November 2012.
Mortgage: As of December 31, 2012, Idaho Power could issue under its Indenture of Mortgage and Deed of
Trust, dated as of October 1, 1937, between Idaho Power and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company) and R.G. Page, as Trustees (Stanley Burg, successor individual
trustee) (Mortgage) approximately $1.4 billion of additional first mortgage bonds based on retired first
mortgage bonds and total unfunded property additions. These amounts are further limited by the maximum
amount of first mortgage bonds set forth in the Mortgage.
The Mortgage secures all bonds issued under the indenture equally and ratably, without preference, priority,
or distinction. First mortgage bonds issued in the future will also be secured by the Mortgage. The lien of the
indenture constitutes a first mortgage on all the properties of Idaho Power, subject only to certain limited
exceptions including liens for taxes and assessments that are not delinquent and minor excepted
encumbrances. Certain of the properties of Idaho Power are subject to easements, leases, contracts,
covenants, workmen's compensation awards, and similar encumbrances and minor defects and clouds
common to properties. The Mortgage does not create a lien on revenues or profits, or notes or accounts
receivable, contracts or choses in action, except as permitted by law during a completed default, securities,
or cash, except when pledged, or merchandise or equipment manufactured or acquired for resale. The
Mortgage creates a lien on the interest of Idaho Power in property subsequently acquired, other than
excepted property, subject to limitations in the case of consolidation, merger, or sale of all or substantially all
of the assets of Idaho Power. The Mortgage requires Idaho Power to spend or appropriate 15 percent of its
annual gross operating revenues for maintenance, retirement, or amortization of its properties. Idaho Power
may, however, anticipate or make up these expenditures or appropriations within the five years that
immediately follow or precede a particular year.
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued
On February 17, 2010, Idaho Power entered into the Forty-fifth Supplemental Indenture, dated as of February
1, 2010, to the Mortgage for the purpose of increasing the maximum amount of first mortgage bonds issuable
by Idaho Power from $1.5 billion to $2.0 billion. The amount issuable is also restricted by property, earnings,
and other provisions of the Mortgage and supplemental indentures to the Mortgage. Idaho Power may
amend the Mortgage and increase this amount without consent of the holders of the first mortgage bonds.
The Mortgage requires that Idaho Power's net earnings be at least twice the annual interest requirements'on
all outstanding debt of equal or prior rank, including the bonds that Idaho Power may propose to issue.
Under certain circumstances, the net earnings test does not apply, including the issuance of refunding bonds
to retire outstanding bonds that mature in less than two years or that are of an equal or higher interest rate, or
prior lien bonds.
13. REGULATORY MATTERS
As a regulated utility, many of Idaho Power's fundamental business decisions are subject to the approval of
governmental agencies, including the prices that Idaho Power is authorized to charge for its electric service.
These approvals are a critical factor in determining Idaho Power's results of operations and financial
condition.
Regulatory Assets and Liabilities
Regulatory assets represent incurred costs that have been deferred because it is probable they will be
recovered through future rates collected from customers. Regulatory liabilities represent obligations to make
refunds to customers for previous collections, except for cost of removal (which represents the cost of
removing future electric assets). The following table presents a summary of Idaho Power's regulatory assets
and liabilities (in thousands of dollars):
-RemainingLJ
-1 1 Amortization Earning a Not Earning
Description Period 1 Return (1) a Return Total
Regulatory Assets:
Income taxes
Unfunded T
- I 677,795 $ 677,795
postretirement benefits (2) 308,850 308,850
Pension expense deferrals
Energy efficiency program costs
50,036
17,065
14,959
-
64,995
17,085
Power supply costs Vanes 60.680 - 60,680
Fixed cost adjustment 2013-2014 13,418 - 13,418
Asset retirement obligations 15,411 15,411 -
Mark-to-market liabilities - 1,055 1 1,055
Other 2013-2021 1 1,202 2,54711 3,749
Total $ 142,421 $ 1,020,617 $ 1,163,038
Regulatory Liabilities:
Income taxes $ -.
$
55,0851 $ 55,085
Removal costs
Investment tax credits
-. 168,651
79,897t
168,651
79,897 -
Deferred revenue-AFUDC 2 0411 16,289 45,673
Energy efficiency program costs 4 130 J - 4,130
Power supply costs Varies 17,778 - 17,778
Settlement agreement sharing mechanism 2013-2014 7,151 - 71 151
Mark to-market assets 4,579,1 4,579
Other 2,439 256 2 695
Total $ 60,902 $ 324,73711 $ 385639
Earning a return includes either interest or a return on the investment as a component of rate base at the allowed rate of return. (2) Represents the unfunded obligation of Idaho Power's pension and postretirement benefit plans.
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued
Idaho Power's regulatory assets and liabilities are amortized over the period in which they are reflected in
customer rates. In the event that recovery of Idaho Power's costs through rates becomes unlikely or
uncertain, regulatory accounting would no longer apply to some or all of Idaho Power's operations and the
items above may represent stranded investments. If not allowed full recovery of these items, Idaho Power
would be required to write off the applicable portion, which could have a significant financial impact.
Power Cost Adiustment Mechanisms and Deferred Power Supply Costs
In both its Idaho and Oregon jurisdictions, Idaho Power's power cost adjustment (PCA) mechanisms address
the volatility of power supply costs and provide for annual adjustments to the rates charged to its retail
customers. The PCA mechanisms compare Idaho Power's actual and forecast net power supply costs
(primarily fuel and purchased power less off-system sales) against net power supply costs currently being
recovered in retail rates. Under the PCA mechanisms, certain differences between actual net power supply
costs incurred by Idaho Power and the costs included in retail rates are recorded as a deferred charge or
credit on the balance sheets for future recovery or refund through retail rates. The power supply costs
deferred primarily result from changes in wholesale market prices and transaction volumes, changes in
contracted power purchase prices and volumes (including PURPA power purchases), and the levels of
hydroelectric and thermal generation.
Idaho Jurisdiction Power Cost Adjustment Mechanism: In the Idaho jurisdiction, the annual PCA
adjustments consist of (a) a forecast component, based on a forecast of net power supply costs in the
coming year as compared to net power supply costs in base rates; and (b) a true-up component, based on
the difference between the previous year's actual net power supply costs and the previous year's forecast.
The latter component also includes a balancing mechanism so that, over time, the actual collection or refund
of authorized true-up dollars matches the amounts authorized. The Idaho PCA mechanism also includes:
a cost or benefit sharing ratio that allocates the deviations in net power supply expenses between
customers (95 percent) and shareholders (5 percent), with the exception of expenses associated with
PURPA power purchases, which are allocated 100 percent to customers;
a load change adjustment rate (LCAR), which is intended to eliminate recovery of power supply
expenses already collected in rates associated with load changes resulting from changing weather
conditions, a growing customer base, or changing customer use patterns; and
third-party transmission expenses (paid to third parties to facilitate wholesale purchases and sales of
energy) as a component of net power supply costs for purposes of calculating the PCA.
The table below summarizes Idaho PCA rate adjustments during each of the years ended December 31,
2012, 2011, and 2010.
Effective $Change
Date I (millions) Notes
June 1, 2012 $ 43.0 The PCA rate increase was offset by $27.1 million to be shared with
customers pursuant to the reenue sharing order described below,
resulting in a net rate increase of $15.9 million for these orders.
June 1, 2011 $ (40•4)r The reduction to Idaho PCA rates was net of $10.0 million of Idaho
Powers energy efficiency rider deferral balance that the IPUC authorized
for recoiery in Idaho Powers Idaho PCA rates.
June 1, 2010 $ (146•9)r The IPUC's order was made in conjunction with a January 2010 rate
settlement agreement described below. Concurrent with the PCA rate
decrease, the IPUC authorized an $88.7 million increase in base rates,
$63.7 million of which was related to power supply costs.
Oregon Jurisdiction Power Cost Adjustment Mechanism: Idaho Power's power cost recovery
mechanism in Oregon has two components: an annual power cost update (APCU) and a power cost
adjustment mechanism (PCAM). The APCU allows Idaho Power to reestablish its Oregon base net power
supply costs annually, separate from a general rate case, and to forecast net power supply costs for the
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued)
upcoming water year. The PCAM is a true-up filed annually in February. The filing calculates the deviation
between actual net power supply expenses incurred for the preceding calendar year and the net power
supply expenses recovered through the APCU for the same period. Under the PCAM, Idaho Power is
subject to a portion of the business risk or benefit associated with this deviation through application of an
asymmetrical deadband (or range of deviations) within which Idaho Power absorbs cost increases or
decreases. For deviations in actual power supply costs outside of the deadband, the PCAM provides for
90/10 sharing of costs and benefits between customers and Idaho Power. However, collection by Idaho
Power will occur only to the extent that Idaho Power's actual return on equity (ROE) for the year is no greater
than 100 basis points below Idaho Power's last authorized ROE. A refund to customers will occur only to the
extent that Idaho Power's actual ROE for that year is no less than 100 basis points above Idaho Power's last
authorized ROE. Oregon jurisdiction power supply cost changes under the APCU and PCAM during each of
the three years ended December 31, 2012, 2011, and 2010 are summarized in the table that follows.
Year and
Mechanism APCU or PCAM Adjustment
2012 PCAM Idaho Power estimates that actual net power supply costs were within the
deadband, which would result in no deferral.
2012 APCU I 1A rate increase of $1.8 million annually took effect June 1, 2012.
2011 PCAM lActual net power supply costs were below the deadband, which would have
resulted in a $1.5 million deferral. However, Oregon-jurisdiction earnings were
below the ROE threshold described abo'i.e, resulting in no deferral.
2011 APÔUA rate decrease of $2.2 million annually took effect June 1, 2011.
2010 PCAM tActual net power supply costs were within the deadband, resulting in no deferral.
2010 APCU TA rth intrsp nf7 A millinn nnnimllv fnr,k imffanf -hina I 9fl1fl
Idaho Regulatory Matters
2011 Idaho General Rate Case Settlement: On June 1, 2011, Idaho Power filed a general rate case with
the IPUC requesting approximately $82.6 million in additional Idaho jurisdiction annual revenues through
base rates. On September 23, 2011, Idaho Power, the IPUC Staff, and other interested parties filed a
settlement stipulation with the IPUC resolving most of the key contested issues in the Idaho general rate
case, and on December 30, 2011 the IPUC issued an order approving the settlement stipulation. The
settlement stipulation approved by the December 2011 order provided for a 7.86 percent authorized rate of
return on an Idaho-jurisdiction rate base of approximately $2.36 billion. The approved settlement stipulation
resulted in a 4.07 percent, or $34.0 million, overall increase in Idaho Power's annual Idaho-jurisdiction base
rate revenues, effective January 1, 2012. Neither the order nor the settlement stipulation specified an
authorized rate of return on equity and did not impose a moratorium on Idaho Power's filing a general rate
case at a future date.
In addition to a base rate increase, the settlement stipulation addressed Idaho Power's calculation of the load
change adjustment rate (LCAR) to be applied in Idaho Power's PCA mechanism. The LCAR is intended to
eliminate recovery of power supply expenses already collected in rates associated with load changes
resulting from changing weather conditions, a growing customer base, or changing customer use patterns.
The LCAR adjusts power supply cost recovery within the Idaho-jurisdiction PCA formula upwards or
downwards for differences between actual load and the load used in calculating base rates. The settlement
stipulation provided for a LCAR of $18.16 per megawatt-hour, effective January 1, 2012, compared to the
rate of $19.67 per megawatt-hour in effect prior to that date.
January 2010 Idaho Settlement Agreement: In January 2010, the IPUC approved a settlement agreement
among Idaho Power, several of Idaho Power's customers, the IPUC Staff, and other interested parties.
Significant elements of the settlement agreement included:
• a specified distribution of the reduction in 2010 PCA that would reduce customer rates, provide up to
a $25 million general increase in annual base rates, and reset base power supply costs for the PCA,
effective with the June 1, 2010 PCA rate change;
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued)
a provision to share with Idaho customers 50 percent of any Idaho-jurisdiction earnings in excess of
a 10.5 percent return on equity in any calendar year from 2009 to 2011; and
a provision to allow the additional amortization of accumulated deferred investment tax credits
(ADITC) if Idaho Power's Idaho-jurisdiction rate of return on year-end equity (Idaho ROE) is below
9.5 percent in any calendar year from 2009 to 2011. Idaho Power was permitted to amortize
additional ADITC in an amount up to $45 million over the three-year period, but could use no more
than $15 million in any one year unless there is a carryover. Carryover amounts were added to the
$15 million annual allowance up to a maximum amortization of $25 million in any one year.
In April 2010, Idaho Power filed its annual application with the IPUC to implement new PCA rates to be
effective June 1, 2010 through May 31, 2011, and to change base rates, pursuant to the terms of the January
2010 Idaho settlement agreement. In May 2010, the IPUC issued its order approving a $146.9 million
decrease in the PICA, along with a base rate increase of $88.7 million, effective June 1, 2010. The $88.7
million base rate increase reflects a $63.7 million increase in base power supply costs and a $25 million
increase in base rates.
Because Idaho Power's actual Idaho ROE was between 9.5 and 10.5 percent in 2009 and 2010, the sharing
and amortization provisions of the January 2010 settlement agreement were not triggered. However,
recognition of income tax benefits in 2011 had a significant impact on Idaho Power's actual Idaho ROE and
contributed to the triggering of the sharing mechanism for 2011. In accordance with the terms of the
settlement agreement, Idaho Power recorded a $27.1 million reduction in revenue and regulatory liability in
2011, reflecting 50 percent of Idaho Power's 2011 Idaho-jurisdiction earnings above a 10.5 percent Idaho
ROE to be shared with Idaho customers.
December 2011 Idaho Settlement Agreement: The sharing and ADITC amortization provisions of the
January 2010 settlement agreement terminated on December 31, 2011. On December 27, 2011, the IPUC
issued an order, separate from the general rate case proceeding, approving a settlement stipulation that had
been executed by Idaho Power, the IPUC Staff, and one large industrial customer of Idaho Power extending,
with modifications, some of the provisions of the January 2010 settlement agreement. The settlement
stipulation provided that:
• if Idaho Power's actual Idaho ROE for 2012, 2013, or 2014 is less than 9.5 percent, then Idaho
Power may amortize additional ADITC to help achieve a minimum 9.5 percent Idaho ROE in the
applicable year. Idaho Power would be permitted to amortize additional ADITC in an aggregate
amount up to $45 million over the three-year period, but could use no more than $25 million in 2012;
• if Idaho Power's actual Idaho ROE for 2012, 2013, or 2014 exceeds 10.0 percent, the amount of
Idaho Power's Idaho-jurisdiction earnings exceeding a 10.0 percent and up to and including a 10.5
percent Idaho ROE for the applicable year would be shared equally between Idaho Power and its
Idaho customers in the form of a rate reduction to become effective at the time of the subsequent
year's PCA adjustment; and
• if Idaho Power's actual Idaho ROE for 2012, 2013, or 2014 exceeds 10.5 percent, the amount of
Idaho Power's Idaho jurisdictional earnings exceeding a 10.5 percent Idaho ROE for the applicable
year would be allocated 75 percent to Idaho Power's Idaho customers as a reduction to the pension
regulatory asset and 25 percent to Idaho Power.
The December 2011 settlement stipulation provides that the return on year-end equity thresholds (9.5
percent, 10.0 percent, and 10.5 percent) will be automatically adjusted prospectively in the event the IPUC
approves a change to Idaho Power's authorized return on equity as part of a general rate case proceeding
seeking a rate change effective prior to January 1, 2015. The automatic adjustments would be as follows: (a)
the 9.5 percent return on year-end equity trigger in the settlement stipulation would be replaced by the
percentage equal to 95 percent of the new authorized return on equity, (b) the 10.0 percent return on year -
end equity trigger in the settlement stipulation would be re-established at the new authorized return on equity
amount, and (c) the 10.5 percent return on year-end equity trigger in the settlement stipulation would be
replaced by the percentage equal to 105 percent of the new authorized return on equity.
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued
In consideration of these terms, the December 2011 settlement stipulation further provided that Idaho Power
would allocate to customers as a reduction to the pension regulatory asset 75 percent of Idaho Power's own
share of 2011 Idaho jurisdictional earnings over a 10.5 percent Idaho ROE.
Revenue Sharing Under January 2010 and December 2011 Idaho Settlement Agreements: On May 31,
2012, the IPUC issued an order approving Idaho Power's request to share revenues under the January 2010
and December 2011 settlement agreements. Idaho Power recorded in 2011 a $27.1 million reduction to
revenue for amounts to be refunded to customers and a $20.3 million pre-tax charge to pension expense and
an associated decrease in deferred pension regulatory asset, representing the additional amount to be
allocated to Idaho customers (reducing Idaho customers' future obligation). The refund is being applied to
the PCA rates in effect from June 1, 2012 to May 31, 2013.
Idaho Power's 2012 Idaho ROE exceeded 10.5 percent, triggering the sharing mechanism of the December
2011 settlement stipulation. For 2012, Idaho Power recorded a $7.2 million provision against current
revenues, to be refunded to customers through a future rate reduction, and an additional $14.6 million of
pension expense, to benefit Idaho customers by reducing the amount of deferred pension expense that will
be collected from customers in the future.
Fixed Cost Adjustment: The fixed cost adjustment (FCA) began as a pilot program for Idaho Power's Idaho
residential and small general service customers, with a term from 2007 through 2009. The FCA is designed
to remove Idaho Power's disincentive to invest in energy efficiency programs by separating (or decoupling)
the recovery of fixed costs from the variable kilowatt-hour charge and linking it instead to a set amount per
customer. The FCA is adjusted each year to collect, or refund, the difference between the allowed fixed-cost
recovery amount and the actual fixed costs recovered by Idaho Power during the year. In April 2010, the
IPUC approved a two-year extension of the FCA pilot program, effective retroactive to January 1, 2010,
through December 31, 2011, and in March 2012 the IPUC issued an order approving the FCA as a
permanent program. The order also maintained the existing cap on the FCA of no more than 3 percent of
base revenue, with any excess deferred for collection in a subsequent year. The IPUC noted in its order,
however, that the FCA does not isolate or identify changes in cost recovery associated solely with Idaho
Power's energy efficiency programs, and instead responds to all changes in load, and directed Idaho Power
to file with the IPUC a proposal to adjust the FCA. On September 28, 2012, Idaho Power submitted a
compliance filing and motion to the IPUC requesting that the IPUC approve the FCA methodology used
during the pilot program, without change, or an alternative methodology proposed by Idaho Power. On
January 31, 2013, the IPUC issued an order stating that the FCA will continue unchanged, but that the IPUC
will continue to monitor the FCA results annually.
On May 8, 2012, the IPUC issued an order authorizing Idaho Power to increase its annual FCA collection to
$10.3 million for the period from June 1, 2012 to May 31, 2013. The following table summarizes FCA rate
adjustments since inception:
Annual Amount
FCA Year Period rates in effect (in millions)
2011 June 1, 2012- May 3l, 2013 $10.3
2010 June 1, 2011-May 31, 2012 $9.3
2009 June 1, 2010-May 31, 2011 $6.3
2008 June 1, 2009-May 31, 2010 1 $2.7
As of December 31, 2012, Idaho Power had a $13.4 million regulatory asset associated with the FCA.
Cost Recovery for Langley Gulch Power Plant: On March 2, 2012, Idaho Power filed an application with
the IPUC requesting an increase in annual Idaho-jurisdiction base rates of $59.9 million for recovery of Idaho
Power's investment and associated costs for the Langley Gulch power plant, which became commercially
available on June 29, 2012. Idaho Power's application stated that its estimated investment in the plant
through June 2012 was approximately $398 million. After the impact of depreciation, deferred income taxes,
amounts currently included in rates, and an Idaho-jurisdictional cost allocation, Idaho Power's application
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued
requested a $336.7 million increase in Idaho-jurisdiction rate base. Idaho Power's requested base rate
increase was based on an overall rate of return of 7.86 percent, as authorized by a prior IPUC order. On
June 29, 2012, the IPUC issued an order approving a $58.1 million increase in annual Idaho-jurisdiction base
rates, effective July 1, 2012. The order also provided for a $335.9 million increase in Idaho rate base.
Inclusion of the Langley Gulch power plant in Idaho Power's power supply portfolio also resulted in a change
in Idaho Power's power supply cost assumptions. Accordingly, in the Langley Gulch order the IPUC also
updated Idaho Power's LCAR to $17.64 per MWh, effective July 1, 2012.
Defined Benefit Pension Plan Contribution Recovery: Idaho Power defers its Idaho-jurisdiction pension
expense as a regulatory asset until recovered from Idaho customers. As of December 31, 2012, Idaho
Power's deferral balance associated with the Idaho-jurisdiction was $62.9 million. Deferred pension costs are
expected to be amortized to expense to match the revenues received when contributions are recovered
through rates. Idaho Power only records a carrying charge on the unrecovered balance of cash
contributions. Idaho Power has made substantial contributions to its defined benefit pension plan in recent
years. The single largest contribution occurred in September 2010, when Idaho Power elected to make a
$60 million contribution to its defined benefit pension plan, rather than the minimum required funding amount.
The amount contributed over the minimum required contribution was intended to bring the defined benefit
pension plan to a more funded position, potentially reducing future required contributions and Pension Benefit
Guaranty Corporation premiums. On March 15, 2011, Idaho Power filed an application with the IPUC
requesting an increase in the amount included in base rates for recovery of the Idaho-allocated portion of
Idaho Power's cash contributions to its defined benefit pension plan from the then-current amount of $5.4
million to approximately $17.1 million annually. On May 19, 2011, the IPUC approved Idaho Power's
application, with new rates effective on June 1, 2011. In September 2011, Idaho Power contributed an
additional $18.5 million to its defined benefit pension plan and during 2012 contributed $44.3 million.
The order issued by the IPUC pertaining to the December 2011 Idaho settlement agreement described above
provided that Idaho Power's allocation to customers of 75 percent of Idaho Power's share of 2011 Idaho ROE
over 10.5 percent would be in the form of a $20.3 million reduction to Idaho Power's pension regulatory asset
to reduce the future customer obligation.
Energy Efficiency and Demand Response Programs: Idaho Power has implemented and/or manages a
wide range of opportunities for its customers to participate in energy efficiency and demand response
programs. Typically, a majority of energy efficiency activities are funded through a rider mechanism on
customer bills. Program expenditures are reported as an operating expense with an equal amount of
revenues recorded in other revenues, resulting in no impact on earnings. The cumulative variance between
expenditures and amounts collected through the rider is recorded as a regulatory asset or liability pending
future collection from or obligation to customers. In the 2012 PCA filing, $14.5 million of certain demand
response program costs were shifted from the rider mechanism to the PCA mechanism, as these costs are
closely related to and directly impact the other power supply costs collected through the PCA.
On March 15, 2012, Idaho Power filed an application with the IPUC requesting an order designating Idaho
Power's 2011 demand-side management expenditures of $42.6 million as prudently incurred. On October
22, 2012 and December 11, 2012, the IPUC issued orders approving as prudently incurred $42.5 million of
demand-side management expenditures, and deferring a portion of Idaho Power's additional requested
amount for further review. Of Idaho Power's 2011 demand-side management expenditures, approximately
$36 million were funded through a rider mechanism on customer bills and approximately $7 million were
recorded as a regulatory asset. As of December 31, 2012, the Idaho energy efficiency rider balance was a
regulatory liability of $4.1 million. Idaho Power's previous application filed in March 2011, which was
approved by the IPUC in August 2011, designated Idaho Power's 2010 Idaho energy efficiency rider
expenditures of approximately $42 million as prudently incurred expenses. The IPUC also issued an order in
November 2010 designating energy efficiency expenditures of $50.7 million incurred in 2008 and 2009 as
prudently incurred and approved for ratemaking purposes.
On October 31, 2012, Idaho Power filed an application with the IPUC requesting authorization to begin
amortization and collection of the 2011 portion of the regulatory asset associated with its custom efficiency
program (a demand-side resources program) over a four-year period, equal to approximately $2.9 million per
year, including a carrying charge. A decision of the IPUC is pending.
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued)
The December 2011 IPUC general rate case settlement order also reset Idaho Power's energy efficiency
rider rate at 4.0 percent of the sum of the monthly billed charges for the base rate components, a reduction
from the 4.75 percent rider amount in effect prior to that date.
Cost Recovery for Cessation of Boardman Coal-Fired Operations: In December 2010, the Oregon
Environmental Quality Commission approved a plan to cease coal-fired operations at the Boardman power
plant not later than December 31, 2020. The plan results in increased revenue requirements for Idaho Power
related to accelerated depreciation expense, additional plant investments, and decommissioning costs. In
response to an application filed by Idaho Power, on February 15, 2012 the IPUC issued an order accepting
Idaho Power's regulatory accounting and cost recovery plan associated with the early plant shut-down and
approving the establishment of a balancing account whereby incremental costs and benefits associated with
the early shut-down will be tracked for recovery in a subsequent proceeding. On May 17, 2012, the IPUC
issued an order approving a $1.5 million annual increase in Idaho-jurisdiction base rates, with new rates
effective June 1, 2012. As of December 31, 2012, Idaho Power's net book value in the Boardman plant was
$23.1 million.
Idaho Depreciation Rate Filings: Idaho Power's advanced metering infrastructure (AMI) project provides
the means to automatically retrieve and store energy consumption information, eliminating manual meter
reading expense. Commencing June 1, 2009, the IPUC approved a rate increase, coincident with a related
increase in depreciation expense, allowing Idaho Power to recover the three-year accelerated depreciation of
the existing non-AMI metering equipment and to begin earning a return on its AMI investment. On April 27,
2012, the IPUC approved Idaho Power's February 15, 2012 application requesting approval of a $10.6 million
decrease in rates for specified customer classes, effective June 1, 2012, as a result of the removal of
accelerated depreciation expense associated with non-AMI metering equipment.
In connection with a depreciation study authorized by Idaho Power and conducted by a third party, on
February 15, 2012, Idaho Power filed an application with the IPUC seeking to institute revised depreciation
rates for electric plant-in-service, based upon updated service life estimates and net salvage percentages for
all plant assets, and adjust Idaho-jurisdiction base rates to reflect the revised depreciation rates. Idaho
Power's application requested a $2.7 million increase in Idaho-jurisdiction base rates. On May 31, 2012, the
IPUC issued an order approving a settlement stipulation agreed to by Idaho Power, the IPUC Staff, and a
large industrial customer of Idaho Power, which provided for a $1.3 million annual decrease in Idaho-
jurisdiction base rates, effective June 1, 2012.
OreQon Reaulatorv Matters
2011 Oregon General Rate Case: On July 29, 2011, Idaho Power filed a general rate case and proposed
rate schedules with the OPUC. The filing requested a $5.8 million increase in annual Oregon jurisdictional
revenues and an authorized rate of return on equity of 10.5 percent, with an Oregon retail rate base of
approximately $121.9 million. Idaho Power, the OPUC Staff, and other interested parties executed and filed
a partial settlement stipulation with the OPUC on February 1, 2012, which resolved all matters in the general
rate case other than the prudence of costs associated with pollution control investments at the Jim Bridger
coal plant. The OPUC approved the settlement stipulation on February 23, 2012, which provided for a $1.8
million base rate increase, a return on equity of 9.9 percent, and an overall rate of return of 7.757 percent in
the Oregon jurisdiction. New rates in conformity with the settlement stipulation were effective March 1, 2012.
The OPUC is conducting a second phase of the proceedings to address the prudence of Idaho Power's
pollution control investments at the Jim Bridger plant.
Cost Recovery for Langley Gulch Power Plant: On March 9, 2012, Idaho Power filed an application with
the OPUC requesting an annual increase in Oregon jurisdiction revenues of $3.0 million for inclusion of the
Langley Gulch power plant in Idaho Power's Oregon rate base. On September 20, 2012, the OPUC issued
an order approving an approximately $3.0 million increase in annual Oregon jurisdiction base rates effective
October 1, 2012.
CONDENSED NOTES TO FINANCIAL STATEMENTS (Continued)
Federal Regulatory Matters - Open Access Transmission Tariff Rates
In 2006, Idaho Power moved from a fixed rate to a formula rate for transmission service provided under its
open access transmission tariff (OATT), which allows transmission rates to be updated annually based on
financial and operational data Idaho Power files with the FERC. Idaho Power's OATT rates submitted to the
FERC in Idaho Power's four most recent annual OATT Final Informational Filings were as follows:
H OATr Rate (per
Applicable Period kW-year)(1)
October 1, 2012 to September 30, 2013 $21.32
October 1, 2011 to September 30, 2012 $19.79
October 1, 2010to September 30, 2011 $19.60
October 1, 2009 to September 30, 2010 L $15•83
In September 2010, Idaho Power made corrections to Its OATT rates for the period beginnhi
October 1, 2007 through September 30, 2010, which resulted in the issuance of a $0.5 million
refund to transmission customers.
Idaho Power's most recent OATT filing was based on a net annual transmission revenue requirement of
$108.4 million.
ATTACHMENT 11(b)
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT
IDAHO POWER COMPANY
December 31, 2012
The following statement as to each class of the capital stock of applicant is as of December 31, 2012, the
date of the balance sheet submitted with this application:
Common Stock
(1)Description - Common Stock, $2.50 par value; I vote per share
(2)Amount authorized - 50,000,000 shares ($125,000,000 par value)
(3)Amount outstanding - 39,150,812 shares
(4)Amount held as reacquired securities - None
(5)Amount pledged by applicant - None
(6)Amount owned by affiliated corporations - All
(7)Amount held in any fund - None
Applicant's Common Stock is held by IDACORP, Inc., the holding company of
Idaho Power Company. IDACORP, Inc.'s Common Stock is registered (Pursuant
to Section 12(b) of the Securities Exchange Act of 1934) and is listed on the New
York Stock Exchange.
Stmt Of Capital Stock And Funded Debt (2).DOCX
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT (Continued)
IDAHO POWER COMPANY
December 31, 2012
The following statement as to funded debt of applicant is as of December 31, 2012, the date of the balance
sheet submitted with this application.
First Mortgage Bonds
(1)(3)
Amount
Description Outstanding
FIRST MORTGAGE BONDS:
4.25 % Series due 2013, dated as of May 13, 2003, due October 1, 2013 70,000,000
6.025% Series due 2018, dated as of July 10, 2008, due Jul 15, 2018 120,000,000
6.15% Series due 2019, dated as of March 30, 2009, due April 1, 2019 100,000,000
4.50 % Series due 2020, dated as of Nov 20, 2009, due March 30, 2020 130,000,000
3.40 % Series due 2020, dated as of Aug 30, 2010, due Nov 1, 2020 100,000,000
2.95 % Series due 2022, dated as of April 13, 2012, due April 1, 2022 75,000,000
6 % Series due 2032, dated as of Nov 15, 2002, due Nov 15, 2032 100,000,000
5.50 % Series due 2033, dated as of May 13, 2003, due April 1, 2033 70,000,000
5.50 % Series due 2034, dated as of March 26, 2004, due March 15, 2034 50,000,000
5.875% Series due 2034, dated as of August 16, 2004, due August 15, 2034 55,000,000
5.30 % Series due 2035, dated as of August 23, 2005, due August 15, 2035 60,000,000
6.30 % Series due 2037, dated as of June 22, 2007, due June 15, 2037 140,000,000
6.25 % Series due 2037, dated as of October 18, 2007, due October 15, 2037 100,000,000
4.85 % Series due 2040, dated as of Aug 30, 2010, due Aug 15, 2040 100,000,000
4.30 % Series due 2042, dated as of April 13, 2012, due April 1, 2042 75,000,000
1,345,000,000
(2)Amount authorized - Limited within the maximum of $2,000,000,000 (or such
other maximum amount as may be fixed by supplemental indenture) and by
property, earnings, and other provisions of the Mortgage.
(4)Amount held as reacquired securities - None
(5)Amount pledged None
(6)Amount owned by affiliated corporations - None
(7)Amount of sinking or other funds - None
For a full statement of the terms and provisions relating to the respective Series and amounts of
applicant's outstanding First Mortgage Bonds above referred to, reference is made to the Mortgage and
Deed of Trust dated as of October 1, 1937, and First to Forty-sixth Supplemental Indentures thereto, by
Idaho Power Company to Deutsche Bank Trust Company Americas (formerly known as Bankers Trust
Company) and R. G. Page (Stanley Burg, successor individual trustee), Trustees, presently on file with
the Commission, under which said bonds were issued.
STATEMENT OF CAPITAL STOCK AND FUNDED DEBT (Continued)
IDAHO POWER COMPANY
December 31, 2012
Pollution Control Revenue Bonds
(A) Variable Rate Series 2000 due 2027:
(1)Description - Pollution Control Revenue Bonds, Variable Rate Series due 2027, Port
of Morrow, Oregon, dated as of May 17, 2000, due February 1, 2027.
(2)Amount authorized - $4,360,000
(3)Amount outstanding - $4,360,000
(4)Amount held as reacquired securities - None
(5)Amount pledged - None
(6)Amount owned by affiliated corporations - None
(7)Amount in sinking or other funds - None
(B) 5.15% Series 2003 due 2024:
(1)Description - Pollution Control Revenue Refunding Bonds, 5.15 Series 2003 due
2024, County of Humboldt, Nevada, dated as of August 20, 2009 due December 1,
2024 (secured by First Mortgage Bonds)
(2)Amount authorized - $49,800,000
(3)Amount outstanding - $49,800,000
(4)Amount held as reacquired securities - None
(5)Amount pledged - None
(6)Amount owned by affiliated corporations - None
(7)Amount in sinking or other funds - None
(C) 5.25% Series 2006 due 2026:
(1)Description - Pollution Control Revenue Bonds, 5.25% Series 2006 due 2026, County
of Sweetwater, Wyoming, dated as of August 20, 2009, due July 15, 2026
(2)Amount authorized - $116,300,000
(3)Amount outstanding - $116,300,000
(4)Amount held as reacquired securities - None
(5)Amount pledged - None
(6)Amount owned by affiliated corporations - None
(7)Amount in sinking or other funds - None
For a full statement of the terms and provisions relating to the outstanding Pollution Control Revenue
Bonds above referred to, reference is made to (A) copies of Trust Indenture by Port of Morrow, Oregon,
to the Bank One Trust Company, N. A., Trustee, and Loan Agreement between Port of Morrow, Oregon
and Idaho Power Company, both dated May 17, 2000, under which the Variable Rate Series 2000 bonds
were issued, (B); Conformed Trust Indenture between Humboldt County, Nevada and Union Bank N.A.,
Trustee dated October 1, 2003 as amended and supplemented by a First Supplemental Trust Indenture,
dated August 20, 2009, and Loan Agreement between Idaho Power Company and Humboldt County,
Nevada dated October 1, 2003 under which the 5.15% Series 2003 bonds were reoffered, and (C)
Conformed Trust Indenture between Sweetwater County, Wyoming, and Union Bank, N.A., Trustee, as
amended and supplemented by a First Supplemental Trust Indenture dated August 20, 2009, and Loan
Agreements between Idaho Power Company and Sweetwater County, Wyoming, dated October 1, 2006
under which the 5.25% Series 2006 bonds were reoffered
ATTACHMENT 11(c)
COMMITMENTS AND CONTINGENT LIABILITIES
IDAHO POWER COMPANY
DECEMBER 31, 2012
COMMITMENTS
Purchase Obligations
At December 31, 2012, Idaho Power had the following long-term commitments relating to
purchases of energy, capacity, transmission rights, and fuel (in thousands of dollars):
2013 2014 2015 2016 2017 Thereafter
Cogeneration and power production $ 170,939 $ 182,123 $ 187,151 $ 189,880 $ 188,734 $ 2,938,582
Power and transmission rights 6,408 5,035 4,320 3,992 2,840 4,743
Fuel 73,627 63,236 56,942 9,418 9,317 94,849
As of December 31, 2012, Idaho Power had 779 MW nameplate capacity of PURPA-related
projects on-line, with an additional 52 MW nameplate capacity of projects projected to be on-line by
the end of 2014. The power purchase contracts for these projects have terms ranging from one to
35 years. During 2012, Idaho Power purchased 1,961,208 megawatt-hours (MWh) from these
projects at a cost of $118 million, resulting in a blended price of $59.98 per MWh. Idaho Power
purchased 1,495,108 MWh at a cost of $90 million in 2011, and 910,429 MWh at a cost of $55
million in 2010.
In addition, Idaho Power has the following long-term commitments for lease guarantees,
equipment, maintenance and services, and industry related fees (in thousand of dollars):
2013 2014 2015 2016 2017 Thereafter
Operating leases $ 1,888 $ 2,116 $ 2,123 $ 1,243 $ 955 $ 15,741
Equipment, maintenance, and service
agreements 35,233 9,483 5,464 4,277 4,484 21,176
FERC and other industry-related fees 13,789 11,066 11,066 7,472 7,472 37,361
Guarantees
Idaho Power has agreed to guarantee a portion of the performance of reclamation activities and
obligations at BCC, of which IERCo owns a one-third interest. This guarantee, which is renewed
each December, was $66 million at December 31, 2012, representing IERCo's one-third share of
BCC's total reclamation obligation of $199 million. BCC has a reclamation trust fund set aside
specifically for the purpose of paying these reclamation costs. As of December 31, 2012, the value
of the reclamation trust fund totaled $72 million. During 2012 the reclamation trust fund distributed
approximately $20 million for reclamation activity costs associated with the BCC surface mine.
BCC periodically assesses the adequacy of the reclamation trust fund and its estimate of future
reclamation costs. To ensure that the reclamation trust fund maintains adequate reserves, BCC
has the ability to add a per-ton surcharge to coal sales, all of which are made to the Jim Bridger
plant. Starting in 2010, BCC began applying a nominal surcharge to coal sales in order to maintain
adequate reserves in the reclamation trust fund. Because of the existence of the fund and the
ability to apply a per-ton surcharge, the estimated fair value of this guarantee is minimal.
Idaho Power enters into financial agreements and power purchase and sale agreements that
include indemnification provisions relating to various forms of claims or liabilities that may arise
COMMITMENTS AND CONTINGENT LIABILITIES (continued)
IDAHO POWER COMPANY
DECEMBER 31, 2012
from the transactions contemplated by these agreements. Generally, a maximum obligation is not
explicitly stated in the indemnification provisions and, therefore, the overall maximum amount of the
obligation under such indemnification provisions cannot be reasonably estimated. Idaho Power
periodically evaluates the likelihood of incurring costs under such indemnities based on its historical
experience and the evaluation of the specific indemnities. As of December 31, 2012, management
believes the likelihood is remote that Idaho Power would be required to perform under such
indemnification provisions or otherwise incur any significant losses with respect to such
indemnification obligations. Idaho Power has not recorded any liability on its consolidated balance
sheets with respect to these indemnification obligations.
CONTINGENCIES
Idaho Power has in the past and expects in the future to become involved in various claims,
controversies, disputes, and other contingent matters, including the items described below. Some
of these claims, controversies, disputes, and other contingent matters involve litigation and
regulatory or other contested proceedings. The ultimate resolution and outcome of litigation and
regulatory proceedings is inherently difficult to determine, particularly where (a) the remedies or
penalties sought are indeterminate, (b) the proceedings are in the early stages or the substantive
issues have not been well developed, or (c) the matters involve complex or novel legal theories or a
large number of parties. In accordance with applicable accounting guidance, Idaho Power
establishes an accrual for legal proceedings when those matters proceed to a stage where they
present loss contingencies that are both probable and reasonably estimable. In such cases, there
may be a possible exposure to loss in excess of any amounts accrued. Idaho Power monitors
those matters for developments that could affect the likelihood of a loss and the accrued amount, if
any, thereof, and adjust the amount as appropriate. If the loss contingency at issue is not both
probable and reasonably estimable, Idaho Power does not establish an accrual and the matter will
continue to be monitored for any developments that would make the loss contingency both
probable and reasonably estimable. As of the date of this report, Idaho Power's accruals for loss
contingencies are not material to its financial statements as a whole; however, future accruals
could be material in a given period. Idaho Power's determination is based on currently available
information, and estimates presented in financial statements and other financial disclosures involve
significant judgment and may be subject to significant uncertainty. As available information
changes, the matters for which Idaho Power is able to estimate the loss may change, and the
estimates themselves may change. Idaho Power intends to seek, to the extent permissible and
appropriate, recovery of incurred costs through the ratemaking process.
Western Energy Proceedings
High prices for electricity, energy shortages, and blackouts in California and in western wholesale
markets during 2000 and 2001 caused numerous purchasers of electricity in those markets to
initiate proceedings seeking refunds or other forms of relief and the FERC to initiate its own
investigations. Some of these proceedings remain pending before the FERC or are on appeal to
the United States Court of Appeals for the Ninth Circuit. Idaho Power believes that settlement
releases they have obtained will restrict potential claims that might result from the disposition of
pending petitions and predict that these matters will not have a material adverse effect on its results
of operations or financial condition. However, the settlements and associated FERC orders have
not fully eliminated the potential for so-called "ripple claims," which involve potential claims for
refunds from an upstream seller of power based on a finding that its downstream buyer was liable
COMMITMENTS AND CONTINGENT LIABILITIES (continued)
IDAHO POWER COMPANY
DECEMBER 31, 2012
for refunds as a seller of power during the relevant period. The FERC characterized these ripple
claims as "speculative." However, the FERC refused to dismiss Idaho Power and IESCo from the
proceedings in the Pacific Northwest and refused to approve a settlement that provided for waivers
of all claims in those proceedings, despite only limited objections from two market participants.
Idaho Power has petitioned for review of the FERC's decision. Based on its evaluation of the
merits of such claims and the inability to estimate any potential exposure should the claims
ultimately have merit, Idaho Power has no remaining amount accrued for financial statement
purposes relating to the western energy proceedings. To the extent the availability of any ripple
claims materializes, Idaho Power will continue to vigorously defend its position in the proceedings.
Water Rights - Snake River Basin Adjudication
Idaho Power holds water rights, acquired under applicable state law, for its hydroelectric projects.
In addition, Idaho Power holds water rights for domestic, irrigation, commercial, and other
necessary purposes related to project lands and other holdings within the states of Idaho and
Oregon. Idaho Power's water rights for power generation are, to varying degrees, subordinated to
future upstream appropriations for irrigation and other authorized consumptive uses. Over time,
increased irrigation development and other consumptive uses within the Snake River watershed led
to a reduction in flows of the Snake River. In the late 1970s and early 1980s these reduced flows
resulted in a conflict between the exercise of Idaho Power's water rights at certain hydroelectric
projects on the Snake River and upstream consumptive diversions. The Swan Falls Agreement,
signed by Idaho Power and the State of Idaho on October 25, 1984, resolved the conflict and
provided a level of protection for Idaho Power's hydropower water rights at specified projects on the
Snake River through the establishment of minimum stream flows and an administrative process
governing future development of water rights that may affect those minimum stream flows. In
1987, Congress enacted legislation directing the FERC to issue an order approving the Swan Falls
settlement together with a finding that the agreement was neither inconsistent with the terms and
conditions of Idaho Power's project licenses nor the Federal Power Act. The FERC entered an
order implementing the legislation in March 1988.
The Swan Falls Agreement provided that the resolution and recognition of Idaho Power's water
rights together with the State Water Plan provided a sound comprehensive plan for management of
the Snake River watershed. The Swan Falls Agreement also recognized, however, that in order to
effectively manage the waters of the Snake River basin, a general adjudication to determine the
nature, extent, and priority of the rights of all water uses in the basin was necessary. Consistent
with that recognition, in 1987 the State of Idaho initiated the Snake River Basin Adjudication
(SRBA), and pursuant to the commencement order issued by the SRBA court that same year, all
claimants to water rights within the basin were required to file water rights claims in the SRBA.
Idaho Power has filed claims to its water rights and has been actively participating in the SRBA
since its commencement. Questions concerning the effect of the Swan Falls Agreement on Idaho
Power's water rights claims, including the nature and extent of the subordination of Idaho Power's
rights to upstream uses, resulted in the filing of litigation in the SRBA in 2007 between Idaho Power
and the State of Idaho. This litigation was resolved by the Framework Reaffirming the Swan Falls
Settlement (Framework) signed by Idaho Power and the State of Idaho on March 25, 2009. In that
Framework, the parties acknowledged that the effective management of Idaho's water resources
remains critical to the public interest of the State of Idaho by sustaining economic growth,
maintaining reasonable electric rates, protecting and preserving existing water rights, and
protecting water quality and environmental values. The Framework further provided that the State
COMMITMENTS AND CONTINGENT LIABILITIES (continued)
IDAHO POWER COMPANY
DECEMBER 31, 2012
of Idaho and Idaho Power would cooperate in exploring approaches to resolve issues of mutual
concern relating to the management of Idaho's water resources. Idaho Power continues to work
with the State of Idaho and other interested parties on these issues.
One such issue involves the management of the Eastern Snake Plain Aquifer (ESPA), a large
underground aquifer in southeastern Idaho that is hydrologically connected to the Snake River.
House Concurrent Resolution No. 28, adopted by the Idaho Legislature in 2007, directed the Idaho
Water Resource Board to pursue the development of a comprehensive management plan for the
ESPA, to include measures that would enhance aquifer levels, springs, and river flows on the
eastern Snake River plain to the benefit of both agricultural development and hydropower
generation. In May of 2007, the Idaho Water Resource Board appointed an advisory committee,
charged with the responsibility of developing a management plan for the ESPA. Idaho Power was
a member of that committee. In January 2009, the Idaho Water Resource Board, based on the
committee's recommendations, adopted a Comprehensive Aquifer Management Plan (CAMP) for
the ESPA. The Idaho Legislature approved the CAMP that same year. Idaho Power is a member
of the CAMP Implementation Committee and continues to work with the Idaho Water Resource
Board, other stakeholders, and the Idaho Legislature in exploring opportunities for implementation
of the CAMP management plan.
Idaho Power also continues its active participation in the SRBA in seeking to ensure that its water
rights are protected and that the operation of its hydroelectric projects is not adversely impacted.
While Idaho Power cannot predict the outcome, as of the date of this report Idaho Power does not
anticipate any material modification of its water rights as a result of the SRBA process.
Other Proceedings
Idaho Power is party to legal claims and legal and regulatory actions and proceedings in the
ordinary course of business that are in addition to those discussed above and, as noted above,
records an accrual for associated loss contingencies when they are probable and reasonably
estimable. As of the date of this report the companies believe that resolution of those matters will
not have a material adverse effect on its consolidated financial statements. Idaho Power is also
actively monitoring various environmental regulations that may have a significant impact on its
future operations. Given uncertainties regarding the outcome, timing, and compliance plans for
these environmental matters, Idaho Power is unable to determine the financial impact of these
regulations but does believe that future capital investment for infrastructure and modifications to its
electric generating facilities to comply with these regulations could be significant.
ATTACHMENT 11(d)
IDAHO POWER COMPANY
Statement of Retained Earnings
and
Undistributed Subsidiary Earnings
For the Twelve Months Ended December 31, 2012
Retained Earnings
Retained earnings (at the beginning of period) ...............................659,237,261
Balance transferred from income.....................................................162,017,314
Dividends received from subsidiary..................................................-
Total........................................................................821,254,575
Dividends:
Common Stock .........................................................................68,739,968
Total........................................................................68,739,968
Retained earnings (at end of period)................................................$ 752,514,607
Undistributed Subsidiary Earnings
Balance (at beginning of period).......................................................76,066,425
Equity in earnings for the period.......................................................6,150,725
Dividends paid (Debit)......................................................................-
Balance (at end of period)................................................................$ 82,217,150
The accompanying Notes to Financial Statements are an integral part of this statement
C:\Documents and Settings\pah2878\1-ocal Settings\Temporary Internet Files\Content.Outlook\DS58JHIB\
December 2012 Statements.xlsx 3/7/2013
Ret earn 10:26 AM
ATTACHMENT 11(e)
IDAHO POWER COMPANY
STATEMENT OF INCOME
For the Twelve Months Ended December 31, 2012
Actual
Operating Revenues...............................................................................................1,076,725,226
Operating Expenses:
Purchasedpower .........................................................................................
Fuelexpense ..............................................................................................
Power cost adjustment..............................................................................
Other operation and maintenance expense ................................................
Energy effeciency programs........................................................................
Depreciationexpense ..................................................................................
Amortization of limited-term electric plant ....................................................
Taxes other than income taxes ....................................................................
Income taxes - Federal ................................................................................
Incometaxes - Other ...................................................................................
Provision for deferred income taxes............................................................
Provision for deferred income taxes - Credit...............................................
Investment tax credit adjustment.................................................................
196,935,118
159,413,313
(61,089,733)
349,033,253
27,299,917
116,430,966
7,510,069
30,488,808
(14,482,226)
1,007,613
239,208,729
(200,111,787)
9,056,202
Total operating expenses .......................................................................860,700,242
OperatingIncome ................................................................................................216,024,984
Other Income and Deductions:
Allowance for equity funds used during construction ..................................22,433,417
Earnings of unconsolidated equity method investments .............................6,150,725
Income taxes - Other income and deductions 1,906,663
Other - Net...................................................................................................(4,918,225)
Net other income and deductions................................................................25,572,580
Income Before Interest Charges..........................................................................241,597,564
Interest Charges:
Interest on first mortgage bonds..................................................................70,214,375
Interest on other long-term debt..................................................................8,707,682
Interest on short-term debt..........................................................................838,554
Amortization of debt premium, discount and expense, net ....................2,578,766
Other interest expense ................................................................................3,019,553
Total interest charges................................................................85,358,929
Allowance for borrowed funds used during construction - Credit ................. 11,929,405
Net interest charges...................................................................73,429,525
NetIncome..........................................................................................................$ 168,168,039
The accompanying Notes to Financial Statements are an integral part of this statement
ATTACHMENT III
STATE OF IDAHO )
COUNTY OF ADA ) ss.
CITY OF BOISE )
I, Patrick A. Harrington, the undersigned, Corporate Secretary of Idaho Power Company,
do hereby certify that the following constitutes a full, true and correct copy of resolutions
adopted by the Board of Directors of the Company at the board meeting held on February 22,
2013, relating to authorization to issue and sell up to $500 million aggregate principal amount of
first mortgage bonds and/or debt securities, and that said resolutions have not been amended or
rescinded and are in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand thiscty of March, 2013.
(CORPORATE-SEAL)

)Is/ Patrick . HaITingt
Corporate Secretary.
Filing of Applicationsfor Authority with State Public Utility Commissions
RESOLVED, that the officers of Idaho Power Company be, and they hereby are,
authorized and empowered to make, execute and file, in the name and on behalf of Idaho
Power Company, such applications and other documents and any amendments or
supplements to such applications and documents with the state regulatory authorities having
jurisdiction over Idaho Power Company and/or its securities as may be necessary to
obtain an exemption from competitive bidding requirements and to facilitate the
creation, issuance, sale and delivery by Idaho Power Company in one or more series from
time to time of (i) first mortgage bonds ("First Mortgage Bonds") in an aggregate
principal amount not exceeding $500,000,000 and (ii) unsecured debt securities ("Debt
Securities," and with the First Mortgage Bonds, collectively referred to as the "Securities") in
an aggregate principal amount not exceeding $500,000,000; provided, however, that the total
principal amount of Securities shall not in the aggregate, exceed $500,000,000, and to enter
into swap or hedging arrangements with respect to any Securities; and be it
Authorization of Filing of Registration Statement or Amendment for Idaho Power Company
First Mortgage Bonds and Debt Securities
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they hereby
are, authorized to prepare and ifie with the Securities and Exchange Commission one or more
registration statements (each including a prospectus) and any amendments (including post-
effective amendments) or supplements thereto; a joint registration statement (including a
prospectus) with IDACORP, Inc., and any amendments (including post-effective amendments)
or supplements thereto; or one or more post-effective amendments to any existing registration
statement of JDACORP, Inc., for the registration under the Securities Act of 1933, as
amended, of an indeterminate amount of the Securities, for qualification under the Trust
{00035725.DOC; 11
Indenture Act of 1939, as amended, of Idaho Power Company's Mortgage and Deed of
Trust, dated as of October 1, 1937, as heretofore supplemented and as it is proposed to be
further supplemented by a supplemental indenture or indentures, and for qualification under
the Trust Indenture Act of 1939, as amended, of an indenture of Idaho Power Company
relating to the Debt Securities, as it is proposed to be supplemented by a supplemental
indenture or indentures; and be it
FURTHER RESOLVED, that, if the officers of Idaho Power Company, or any of
them, deem it in the best interests of Idaho Power Company, the preparation and filing
with the Securities and Exchange Commission, in accordance with the Securities Act of
1933, as amended, and in conformity with the rules and regulations thereunder, of a Rule
462(b) registration statement (the "Rule 462(b) Registration Statement") relating to the
issuance and sale of the Securities, together with any such additions to, changes in or
deletions from the Rule 462(b) Registration Statement as such officers, or any of them,
may deem necessary or advisable (the signing of the Rule 462(b) Registration Statement
to be conclusive evidence that such officer or officers consider such registration
statement or such additions, changes or deletions necessary or advisable), are hereby
authorized and approved; and be it
Appointment of Agents for Service of Process and Powers of Attorney for Regictration
Statements
FURTHER RESOLVED, that J. LaMont Keen, Dan -el T. Anderson and Rex Blackburn
each be, and each hereby each is, appointed and designated as agent for service of process
with respect to said registration statement or registration statements (including all
amendments thereto) and any Rule 462(b) Registration Statement with all the powers
provided in the rules and regulations of the Securities and Exchange Commission with
respect to agents for service or process; and be it
FURTHER RESOLVED, that J. LaMont Keen, Dan-el T. Anderson, Rex Blackburn,
Brian R. Buckham, Andrew Bor, and Andrew Moore be, and they hereby are, appointed
and designated as the persons duly authorized to receive communications and notices from the
Securities and Exchange Commission with respect to said registration statement or registration
statements; and be it
FURTHER RESOLVED, that Idaho Power Company hereby appoints J. LaMont
Keen, Darrel T. Anderson, and Kenneth W. Petersen, and each of them severally, as the true
and lawful attorney and attorneys of Idaho Power Company with full power to act with or
without the others and with full power of substitution and re-substitution to execute said
registration statement or registration statements and any amendment or amendments
thereto (including post-effective amendments and registration statements filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended), for and on behalf of Idaho Power
Company; and that each officer and director of Idaho Power Company executing said
registration statement or registration statements and any amendment or amendments
thereto (including post-effective amendments and registration statements filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended) on behalf of Idaho Power Company
be, and he or she hereby is, authorized to appoint J. LaMont Keen, Dan-el T. Anderson,
Kenneth W. Petersen, and any agent named for service in said registration statement, and
each of them severally, his or her true and lawful attorney or attorneys with power to act
with or without the other and with full power of substitution and re-substitution, to execute
in his or her name, place and stead, in his or her capacity as an officer or director of Idaho
2
Power Company, such registration statement and any amendment or amendments thereto
(including post-effective amendments and registration statements filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended), and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and Exchange
Commission, with full power and authority to each of said attorneys to do and perform, in
the name and on behalf of the said officers or directors, or any of them, every act
whatsoever necessary or desirable to be done in the premises as fully and to all intents and
purposes as such officer or director might or could do in person; and be it
Blue Sky Authorization
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorized and empowered to take, in the name and on behalf of Idaho Power
Company, any and all action which they may deem necessary or desirable in order to effect
the registration or qualification of the Securities for offer and sale under the securities or
Blue Sky laws of any of the states or territories of the United States of America and the
District of Columbia, and in connection therewith to execute, acknowledge, verify,
deliver, file and publish all such applications, reports, agreements, resolutions and other
papers, documents and instruments that may be required or appropriate under such laws, and
to take any and all other action which may be deemed by them to be necessary or desirable in
order to maintain such registration or qualification for as long as they deem it to be in the
best interests of Idaho Power Company; and be it
Authorization to Offer and Sell Securities and Execute Selling Arrangements
FURTHER RESOLVED, that upon obtaining the necessary regulatory
authorizations, and upon effectiveness of the registration statement under the Securities Act
of 1933, and, if applicable, the relevant indenture becoming qualified under the Trust
Indenture Act of 1939, as amended, the officers of Idaho Power Company be, and they
hereby are, authorized to issue and sell, or cause to be issued and sold, all or any portion
of the Securities either pursuant to competitive bidding, negotiated underwriting,
private sale, through agents, directly to an agent at a negotiated discount or directly to
purchasers, upon such terms and conditions and at a price or prices as are established by the
Board of Directors by these resolutions or may hereafter be established by the Board of
Directors or the Executive Committee of this Board of Directors; and be it
FURTHER RESOLVED, that the President, any Vice President or the Treasurer of
Idaho Power Company be, and each of them hereby is, authorized to enter into an
Underwriting Agreement, a Purchase Agreement, a Selling Agency Agreement and/or a
Distribution Agreement (or the substantial equivalent of any of the foregoing) in the form or
forms to be approved by the Board of Directors or the Executive Committee of this Board of
Directors, with such underwriters, purchasers and/or sales agents as the Board of
Directors or the Executive Committee of this Board of Directors shall determine for the
sale by Idaho Power Company of the Securities and to enter into swap or hedging
arrangements with respect to any First Mortgage Bonds or Debt Securities; and be it
Creation ofNew Series ofFirst Mortgage Bond and Delegation to Executive Committee
FURTHER RESOLVED, that there hereby are created five new series of First
Mortgage Bonds, under Idaho Power Company's Mortgage and Deed of Trust, dated as of
October 1, 1937, as supplemented, each to be designated "First Mortgage Bonds, ______
Series due it or "First Mortgage Bonds, Secured Medium-Term Notes,
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Series ", and the issuance by Idaho Power Company of not to exceed
$500,000,000 in aggregate principal amount of such five series of First Mortgage Bonds is
hereby authorized and that, pursuant to the provisions of Idaho Power Company's Mortgage and
Deed of Trust, dated as of October 1, 1937, as supplemented, the officers of Idaho Power
Company be, and they hereby are, authorized to execute under the seal of Idaho Power
Company and to deliver to Deutsche Bank Trust Company Americas as Corporate Trustee
under said Mortgage, or such other Corporate Trustee as shall be authorized or approved by
the Executive Committee of this Board of Directors, First Mortgage Bonds in a total
aggregate principal amount not to exceed $500,000,000, in fully registered form in
denominations of $1,000 and any multiple or multiples thereof; that this Board of Directors
hereby determines that all of the First Mortgage Bonds of each such series shall mature on the
date or dates and shall bear interest at the rate or rates and be payable on the date or dates
provided in the Supplemental Indenture providing for the creation of such series or, if
Secured Medium-Term Notes, Series , this Board of Directors hereby determines that
such First Mortgage Bonds to be issued from time to time shall (i) bear interest at such rate
or rates (which may be fixed or variable), (ii) mature on such date or dates from nine (9)
months to thirty (30) years from the date of issue, (iii) contain such provisions with respect
to the redemption thereof prior to maturity, and the dates and prices associated therewith, as
may be appropriate upon due consideration of current market conditions and Idaho Power
Company's general financing plan, and (iv) have such other terms and provisions, all as may
be determined from time to time by the President, any Vice President or the Treasurer of
Idaho Power Company and as shall be set forth or referred to in, and confirmed by,
written order or orders for the authentication and delivery of the First Mortgage Bonds of
such series under Idaho Power Company's Mortgage and Deed of Trust, as heretofore
supplemented, and each such written order shall conclusively establish the determination by
the Board of Directors of the terms of the principal amount of the First Mortgage Bonds of
such series subject to such written order, both principal and interest to be payable at the
office or agency of Idaho Power Company in the Borough of Manhattan, The City of New
York, and at the option of Idaho Power Company, interest on each said First Mortgage Bond
may also be payable at the office of Idaho Power Company in Boise, Idaho, in such coin or
currency of the United States of America as at the time of payment is legal tender for public and
private debts; and that such First Mortgage Bonds shall be otherwise redeemable, registrable,
transferable and exchangeable as otherwise contemplated in the form established by the Board
of Directors or the Executive Committee of this Board of Directors; and that such First
Mortgage Bonds shall contain such other terms as the Board of Directors or the Executive
Committee of this Board of Directors shall approve, such approval to be conclusively
evidenced by the actions of the Board of Directors or the Executive Committee of this Board
of Directors in setting the terms of each such series of First Mortgage Bonds and by the
execution and delivery thereof by the officers executing the same; and be it
FURTHER RESOLVED, that Deutsche Bank Trust Company Americas, or such
other corporate trustee as shall be appointed or approved by the Executive Committee of this
Board of Directors be, and it hereby is, requested, upon fulfillment of the requirements
specified in Article V, VI and/or VII of said Mortgage, to authenticate said First Mortgage
Bonds, and deliver the same promptly, in accordance with the written order or orders of
Idaho Power Company signed by the President or any Vice President, and by the Treasurer or
any Assistant Treasurer of Idaho Power Company; and be it
FURTFIER RESOLVED, that the Executive Committee be, and it hereby is,
authorized to approve one or more Supplemental Indenture(s), supplemental to Idaho Power
Company's Mortgage and Deed of Trust dated as of October 1, 1937; and that the officers of
Idaho Power Company be, and they hereby are, authorized and directed to execute and
4
deliver, on behalf of Idaho Power Company, said Supplemental Indenture(s) with such terms
therein as the Executive Committee or the officers executing the same may approve, their
approval of any such terms and/or changes to be conclusively evidenced by the actions of the
Executive Committee in setting the terms of each such series of First Mortgage Bonds or by
the execution and delivery thereof by the officers of Idaho Power Company; and be it
Recording ofSupplem ental Indenturesfor First Mortgage Bonds
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorized and directed to record and ifie or cause to be recorded and filed such
Supplemental Indenture(s), when executed, in such offices as in their judgment may be
necessary or appropriate in order to carry out the purposes of the foregoing resolutions; and
beit
Approval of Forrn of First Mortgage Bond
FURTHER RESOLVED, that the Executive Committee be, and it hereby is,
authorized to adopt and approve a form of First Mortgage Bond substantially as provided
and set forth in Idaho Power Company's Mortgage and Deed of Trust, dated as of October 1,
1937, with such changes thereto as the Executive Committee or the officers of Idaho Power
Company executing the same may approve, such approval to be conclusively evidenced by
the actions of the Executive Committee in setting the terms of said First Mortgage Bonds or
by the execution and delivery thereof by the officers of Idaho Power Company; and, until
definitive bonds are ready for delivery, the officers of Idaho Power Company be, and they
hereby are, authorized in their discretion to execute and deliver to Deutsche Bank Trust
Company Americas, as Corporate Trustee, or such other Corporate Trustee appointed or
approved by the Executive Committee of this Board of Directors, and such Corporate
Trustee be, and it hereby is, requested to authenticate and deliver a temporary bond or
temporary bonds in substantially the form approved by the Executive Committee of this
Board of Directors; and be it
FURTHER RESOLVED, that if any officer of Idaho Power Company who signs,
or whose facsimile signature appears upon, said First Mortgage Bond, ceases to be an
officer of Idaho Power Company prior to the issuance of said First Mortgage Bonds, said
First Mortgage Bonds so signed or bearing such facsimile shall nevertheless be valid; and
be it
FURTHER RESOLVED, that upon all said First Mortgage Bonds the signature of the
President or a Vice President of Idaho Power Company, the signature of the Secretary or an
Assistant Secretary of Idaho Power Company and the seal of Idaho Power Company may be
facsimile; and that any such facsimile signature of any such officer of Idaho Power Company
appearing on said First Mortgage Bonds is hereby approved and adopted as a signature
of such officer of Idaho Power Company, and any such facsimile seal of Idaho Power
Company appearing on said First Mortgage Bonds is hereby approved and adopted as a seal
of Idaho Power Company; and be it
Appointment of Trustee for First Mortgage Bonds
FURTHER RESOLVED, that in respect of said First Mortgage Bonds, Deutsche
Bank Trust Company Americas be, or such other Corporate Trustee appointed or approved
by the Executive Committee of this Board of Directors be, and hereby is, appointed agent of
Idaho Power Company (1) in respect of the payment of the principal of, and interest (and
5
premium, if any) on, said First Mortgage Bonds, (2) in respect of the registration, transfer and
exchange of said First Mortgage Bonds, and (3) upon which notices, presentations and
demands to or upon Idaho Power Company in respect of said First Mortgage Bonds, and
in respect of Idaho Power Company's said Mortgage and Deed of Trust, dated as of October
1, 1937, as supplemented, may be given or made; and be it
Appointment of Counsel and Engineer Pursuant to Mortgage for First Mortgage
Bonds
FURTHER RESOLVED, that Rex Blackburn be, and he hereby is, appointed
Counsel, under the Mortgage, to render any opinions of counsel required thereunder, and
Lisa A. Grow, or in her absence Newell V. Porter, be, and each of them hereby is, appointed
Engineer, under the Mortgage, to make, execute and deliver any Engineer's Certificate
required thereunder, said appointments to remain in effect until the Corporate Trustee
receives written notice to the contrary; and be it
Further Authority as to First Mortgage Bonds
FURTHER RESOLVED, that the Executive Committee and the officers of Idaho
Power Company be, and they hereby are, authorized to take such actions, for and on behalf
of Idaho Power Company, relating to the authentication, creation, issuance, sale and
delivery of said First Mortgage Bonds, the execution and delivery of one or more
Supplemental Indentures as hereinabove provided and the recording and filing of such
completed Supplemental Indentures in such offices as they may deem necessary or
desirable, including, without limitation, the determination of the interest rate and the insertion
thereof in the form of said First Mortgage Bonds and, at their option, in the Supplemental
Indenture creating such series; and be it
Further Authority as to Debt Securities
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorized and empowered to execute and deliver on behalf of Idaho Power
Company one or more indentures providing for the issuance of Debt Securities by Idaho
Power Company, including supplements to any indenture, with such trustee or trustees as
they may appoint, such indenture or indentures, or supplement or supplements, to be in
such form or forms and bear such date or dates as may be approved by the officers of Idaho
Power Company executing the same, such approval to be conclusively evidenced by the
execution of said indenture or indentures or supplement or supplements; and be it
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorized and empowered to appoint any agent, trustee or registrar necessary or
appropriate in connection with the issuance or sale of the Debt Securities; and be it
FURTHER RESOLVED, that the trustee appointed in connection with the issuance
or sale of the Debt Securities be, and it hereby is, requested, upon fulfillment of the
requirements specified in said indenture, to authenticate said Debt Securities, and deliver
the same promptly, in accordance with the written order or orders of Idaho Power
Company signed by the President or any Vice President, and by the Treasurer or any
Assistant Treasurer of Idaho Power Company; and be it
FURTHER RESOLVED, that the officers of Idaho Power Company be, and they
hereby are, authorized and empowered to execute the Debt Securities in temporary or
definitive form, under manual or facsimile signature, and under the facsimile seal of Idaho
Power Company attested by the manual or facsimile signature of the Secretary; and be it
FURTHER RESOLVED, that the Executive Committee and the officers of Idaho
Power Company be, and they hereby are, authorized to take such actions, for and on behalf
of Idaho Power Company, relating to the authentication, creation, issuance, sale and
delivery of said Debt Securities, the execution and delivery of the indenture and one or more
supplemental indentures as hereinabove provided, including, without limitation, the
determination of the interest rate and the insertion thereof in the form of said Debt
Securities and, at their option, in the supplemental indenture creating such series; and be it
Listing of the Securities
FURTHER RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized in the name and on behalf of the Corporation, to make
application to the New York Stock Exchange (or any other exchange) for the listing of
any of the Securities as they (or any one of them) may deem necessary or desirable; and
J. LaMont Keen, Dane! T. Anderson and Rex Blackburn be, and each of them hereby is,
authorized to sign said applications and other necessary agreements, statements or
documents in conformity with the rules and regulation of any such exchange; and J.
LaMont Keen, Dane! T. Anderson and Rex Blackburn, and any legal counsel authorized
by any of them, be, and each of them hereby is, authorized to appear before any such
exchange, or any department, division or committee thereof, in connection with any
application made by the Corporation for the listing of any such Securities; and be it
General Authorityfor Further Actions
FURTHER RESOLVED, that the Executive Committee and the officers of Idaho
Power Company be, and they hereby are, authorized and empowered in the name and on
behalf of Idaho Power Company to do or cause to be done any and all other acts and things
as they may deem necessary or desirable to consummate the transactions set forth in and
contemplated by these resolutions with full power to act in the premises, and that all
actions of the Executive Committee and the officers of Idaho Power Company taken
pursuant to and in furtherance of the purposes of these resolutions be, and they hereby
are, established as actions of this Board of Directors.
7